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Full text of "Agenda"

SAN FRANCISCO PUBLIC LIBRARY 



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San Francisco Public Library 

Government Information Center 
San Francisco Public Ubcary 
100 Larkin Street, Sth Floor 
San Francisco. CA 94102 



REFERENCE BOOK 

Not to be taken from the Library 



SAN FRANCISCO PORT COMMISSION 

Kimberly Brandon, President 

Rodney Fong, Vice President 

i\/!ichael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

Stephanie Shakofsky, Commissioner 

Monique Moyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 

AGENDA 

TUESDAY, JANUARY 13, 2009 

2:00 P.M. CLOSED SESSION oi-09-o9POi 09 rcvd 

3:15 P.M. OPEN SESSION 

PORT COMMISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1 . CALL TO ORDER / ROLL CALL GOVERNMENT 

2. APPROVAL OF IVIINUTES - December 9, 2008 DOCUMENTS DEPT 

3. PUBLIC COMIVIENT ON EXECUTIVE SESSION '^^^ " ^ ^^^^ 

4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTER. 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9(a) and San Francisco Administrative Code 
Section 67.1G(d) (1 case)(Discussion and Action): 

• Macor. Inc.. Cornerstone Properties II S. LLC, and Walden 

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Mission Bay I LLC v. City and County of San Francisco. Port of 
San Francisco. State of California. State Lands Commission, et 
aL(San Francisco Superior Court, Case No. CGC07-460994) 

Proposed Action: Approyal of conditional settlement agreement 
between Macor, Inc., Cornerstone Properties II S, LLC, Walden 
Mission Bay I LLC (collectively, "Plaintiffs"), the State of 
California and the City and County of San Francisco which 
requires the following: (1) that the parties agree, and shall enter 
a judgment with the Superior Court stating, that title to the 
disputed portion of Texas Street between 16*^ and 17'^ Streets 
(the "Property") is vested in Cornerstone Properties II S, LLC and 
Walden Mission Bay I LLC in fee simple absolute; (2) that the 
parties apply to the California Court of Appeal for an order 
vacating the Superior Court's judgment, statement of decision, 
order granting and denying in part motions for summary 
judgment/adjudication, and minutes and late tentative ruling 
denying Plaintiffs' motion to enforce the injunction; (3) that the 
parties shall use their best efforts to reach agreement on the 
form of joint application to the Court of Appeal, and on the 
settlement agreement, by 5:00 pm on January 13, 2009; (4) that 
the City and State of California shall receive no additional 
payments from Plaintiffs for the Property pursuant to the rights 
asserted in the settlement agreement of March 1 , 2006 between 
the City and Macor, Inc.; (5) that the City shall retain all funds 
paid to the City by Macor, Inc. under the settlement agreement 
(approximately $395,000); (6) that Plaintiffs shall release the City 
and the State of California from any liability for legal costs 
awarded by the Superior Court (approximately $9,500); (6) that 
all parties shall each be responsible for their respective legal 
costs and fees; (7) that this settlement agreement shall be null 
and void unless the City obtains all necessary approvals, and 
Court of Appeal grants the joint application for vacation of the 
lower court's judgment, statement of decision, order granting and 
denying in part motions for summary judgment/adjudication, and 
minutes and late tentative ruling denying Plaintiffs' motion to 
enforce injunction; and (8) if the State Lands Commission fails to 
approve this settlement by its meeting of April 2009, Plaintiffs 
may withdraw from the agreement. 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : Piers 19-23 

Person Negotiating : Port: Susan Reynolds, Deputy Director, Real 
Estate and Peter Dailey, Deputy Director, Maritime 

AO 1132009 

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*Foreiqn Trade Zone #3 : Ray Lynch 

Under Negotiations: Price ^Terms of Payment X Both 

An executive session has been calendared to give direction to staff 
regarding Port property located at Piers 19-23. 

b. Property : AB 0201, Lot 013 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 
and Development 
*Negotiating Parties : 

(1) Dhaval Panchal 

(2) San Francisco Waterfront Partners, Simon Snellgrove 

Under Negotiations: Price Terms of Payment X Both 

The non-Port parties identified submitted proposals above on 
December 19, 2008 for Seawall Lot 351 in response to a Request for 
Proposals authorized by the Port Commission on July 8, 2008. In this 
executive session, the Port intends to seek direction from the 
Commission pn matters that may affect the competitive process now 
underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Election of Port Commission Officers 



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B. Executive Director's Report 

• Emerald Bowl Update - December 27, 2008 at AT&T Park 

8. CONSENT 

A. Request authorization to Dispose of Surplus Equipment - Gantry Cranes 6 & 
32 and the remains of Crane 34 at BAE Systems San Francisco Ship Repair 
located on Pier 68. (Resolution No. 09-01) 

B. Request approval to extend Exclusive Negotiations for One Month, with a 
One Month Extension Option, for a Construction Materials Recycling Center 
for Seawall Lot 352 with Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. (Resolution No. 09-02) 

C. Accept report on the Contracting Activity Quarterly Report - Fiscal Year 
2008/09; Second Quarter Period September 1, 2008 to December 31, 2008. 

D. Request authorization to issue Letter for Temporary Expanded Permissible 
Uses at Pier 2 for Ferry Plaza Limited Partnership, a California Limited 
Partnership, Lease No. L-13832. (Resolution No. 09-03) 

9. PLANNING & DEVELOPMENT 

A. Informational presentation by the Department of City Planning regarding the 
Eastern Neighborhoods Master Plan. (Verbal Report) 

B. Informational presentation by Port Staff and Two Potential Developers for the 
2/3 Acre Mixed-Use Development Opportunity at Seawall Lot 351 
(Embarcadero at Washington) (includes AB 0201, Lot 013). 

10. MARITIME 

A. Informational Presentation on Port Maritime Cargo and Warehouse Market 
Analysis. 

11. REAL ESTATE 

A. Status Report of Port Month-to-Month and Holdover Property Agreements. 

B. Request approval of an Amendment to the Port's Lease Termination Policy. 
(Resolution No. 09-04) 

12. ENGINEERING 

A. Request authorization to issue Request For Proposals (RFP) soliciting 

Coastal and Civil Engineering Design Services for the Mission Bay Shoreline 
Protection for Bayfront Park Project. (Resolution No. 09-05) 

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13. FINANCE AND ADMINISTRATION 

A. Request approval to award a contract for financial advisory services to Public 
Financial Management, Inc. for $300,000 with a three year term, and an 
option to renew for an additional two years. (Resolution No. 09-06) 

14. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational presentation regarding the status of the Port's implementation 
of the Recommendations from the Controller's Audit of the Port's 
Purchasing and Inventory Processes (February 10, 2009) 

• Informational Presentation on the Port's Annual Operating Budget for 
Fiscal Year 2009-10 (February 10, 2009) 

• Informational Presentation on the Port's Capital Budget for Fiscal Year 
2009-10 (February 10, 2009) 

• Informational Presentation regarding the annual update to the Port's 10- 
Year Capital Plan (February 10, 2009) 

• Informational presentation regarding the Construction Materials Recycling 
Center at SWL 352 with Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. (February 10, 2009) 

• Request approval to commence Blue Greenway Planning Process 
(February 10, 2009) 

• Request authorization to award Pier 45 drainage improvements project 
(February 10, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (February 10, 2009) 

• Request authorization to issue Request For Proposals (RFP) for a pool of 
as-needed Architectural/Engineering Services for a period of 3 years 
(February 10, 2009) 

• Request authorization to award a Professional Services Contract in an 
amount not to exceed $75,000 to San Francisco State University to provide 
an educational program and water quality monitoring at Pier 45, 
Fisherman's Wharf (February 10, 2009) 

• Informational Presentation of Development Proposals for Seawall Lot 337, 
bounded by China Basin Channel, Third Street, Mission Rock Street and 
Terry Francois Boulevard, in response to the SWL 337 Development 
Request for Proposals (February 24, 2009) 

• Informational Presentation of Embarcadero Design Standards Study to 
review function of the Promenade and develop standards to improve the 
quality of the pedestrian environment (February 24, 2009) 

• Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (February 24, 2009) 



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• Request approval of the Port's Annual Operating Budget for Fiscal Year 
2009-1 (February 24, 2009) 

• Request approval of the Port's Annual Capital Budget for Fiscal Year 2009- 
10 (February 24, 2009) 

• Request approval of the Port's 10-Year Capital Plan (February 24, 2009) 

• Request approval to Execute First Amendment to the Amended and 
Restated Exclusive Negotiation Agreement with the Exploratorium for the 
development of Piers 15/17 Extending the Term and Amending the 
Benchmarks (Site Location: The Embarcadero at Green Street) (February 
24, 2009) 

• Request approval of a Memorandum of Understanding between the Port 
and Municipal Transportation Agency (February 24, 2009) 

• Request approval of lease with Raisch Products, Inc. and S.F. Recycling 
and Disposal, Inc. for the Construction Materials Recycling Center at SWL 
352 (February 24, 2009) 

• Informational presentation regarding freight rail service to the Port of San 
Francisco (March 10, 2009) 

• Request authorization to issue Request for Proposals (RFP) for Parking 
Vendors for selected Northern Waterfront locations (March 10, 2009) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request to accept and expend Prop IB Security Grant Funds (Date to be 
determined) 

• Request authorization to award the Seawall Lot 351 Development 
Opportunity (Embarcadero at Washington) (Date to be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 15/17, located on the Embarcadero at Green Street. (Date to be 
determined) 

15. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 

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Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

16. COMMUNICATIONS 

Communications to the Port Commission from December 5. 2008 to January 8. 
2009: 

• From Port staff, Update on Cruise Ship Discharge Report Program 

• From Toby Levine, regarding Ten Year Waterfront Land Use Plan Review 

• From Fred Allardyce, copy of an article from SF Chronicle reporter John King 
entitled, "San Francisco Needs a Place to Gather" 

• From Port staff, copy of Notice of Proposed Disposal of Surplus Equipment - 
Gantry Crane No. 6 & 32 at Pier 70 

• From Port staff. Independent Auditor's Report and Financial Statements June 
30, 2008 and 2007 

17. ADJOURNMENT 



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JANUARY/FEBRUARY 2009 
CALENDAR OF UPCOMING PORT MEETINGS ■ OPEN TO THE PUBLIC 



Date 


Time 


January 13 


2:00 p.m. 




3:15 p.m. 


February 10 


2:00 p.m. 




3:15 p.m. 


February 24 


2:00 p.m. 




3:15 p.m. 


NOTES: 





Group 

Closed Session/Port Commission 

Open Session 

Closed Session/Port Commission 

Open Session 

Closed Session/Port Commission 

Open Session 



Location 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 

michael.nerney(a)sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 1 1 :30 a.m. to 1 :30 p.m. @ Pier 1 . Contact Jim Maloney @ 274- 
0519 or jim.malonev(a)sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEWAG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jennifer Sobol @ 274-0548 or jennifer.sobol@sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez(5)sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre(S)sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1 . Contact Dan 
Hodapp @ 274-0625 or dan.hodapp(a)sfport.com 



A011 32009 



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ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

PIER1: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A01 132009 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(a)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and 
report lobbying activity. For more information about the Lobbyist Ordinance, please 
contact the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San 
Francisco, CA 94102, phone (415) 581-2300 or fax (415) 581-2317; web site: 
www.sfqov.orq/ethics . 

A011 32009 

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PORTo-. 

SAN FRANCISCO 



MEMORANDUM 

January 8, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique A. Moyer /i/ij/i 

Executive Directorc/v A'/ (H/l^^Ay 



SUBJECT: Request authorization to Dispose of Surplus Equipment - Gantry Cranes 6 & 
32 and the remains of Crane 34 at BAE Systems San Francisco Ship Repair 
located on Pier 68 

DIRECTOR'S RECOMMENDATION: Approve Resolution 

Background : 

In November, 1987, the Port acquired ownership of nine cranes and two floating drydocks 
as part of its settlement agreement with Todd Shipyards Corporation. Of the nine tower 
cranes, the Port allowed the tenant to dispose of two (Cranes 25 & 28) immediately upon 
the execution of their lease, which was effective December 17, 1987. Port records 
indicate that another two of these. Cranes 6 and 32, became inactive soon after the 
December 1987 lease execution date and have been non-operational for nearly all of the 
twenty-one years that the Port has owned the property. 

The current Tenant, BAE Systems San Francisco Ship Repair (BAE SFSR), has identified 
the need to remove Cranes 6 and 32 as part of the implementation of a recently adopted 
crane safety plan prompted by a January 2008 accident that resulted in the loss of 
Wingwall Crane 34, which fell off the wingwall and onto the pontoon deck of Floating 
Drydock No. 2. Cranes 6 and 32 are located on wharves within the active work and 
berthing area of the BAE SFSR shipyard and pose a safety hazard because they are in 
deteriorated condition, and they contain heavy overhead components including cables and 
booms that could fall upon workers below. BAE SFSR has requested that the Port allow 
them to hire a contractor to remove Cranes 6 and 32 from their premises, as well as the 
remains of wingwall Crane 34 (which formerly operated on Floating Drydock No. 2), for 
salvage of parts, at no cost to the Port. 



This Print Covers Calendar Item No. 8A 

OF SAN FRANCISCO 



FAX 415 274 0528 



As part of the Port's Pier 70 Area Master Planning effort, Carey and Company, Historic 
Preservation Consultants were retained by the Port to prepare a Pier 70 National Register 
Historic District nomination for the Piers 68/70 and Seawall Lot 349 area. The nomination 
analyzed the historic significance of the entire sixty-five acre master planning site including 
buildings, structures, piers, wharves and slips, as well as landscape elements, vessels and 
cranes as a National Register Historic District. The nomination found that only three of the 
ten gantry cranes located on the premises (Cranes 14, 27, and 30) are considered 
significant and contributing resources to the eligible Pier 70 Historic District. 

Of these three. Cranes 14 and 30 were acquired by the Port as part of a purchase of 
property from Bethlehem Steel Corporation in 1982 (Seawall Lot 349) and remain non- 
operational at their location in and around building Slip No. 4, which is outside of BAE 
SFSR's leasehold. Crane 27, one of the nine cranes acquired by the Port from Todd 
Shipyards in 1987, is still active, productive, and maintained by BAE SFSR in accordance 
with their lease terms and conditions. 

Upon completion of this proposed surplus equipment disposal, a total of eight cranes will 
still remain within the area, including Cranes 14, 27, and 30, which are the most significant 
and contributing historical crane resources to the district. 

Proposed Action : 

Port and BAE SFSR staffs have determined that Gantry Cranes 6 and 32 are surplus, 
unsafe and are not required for the successful operation of a commercially competitive 
and sustainable shipyard. Port Staff is recommending that they be removed from the 
premises in order to facilitate the ongoing active maritime use of the property, and to 
prevent an accident from occurring should one of these cranes collapse or drop a heavy 
component part. Such action will eliminate potential liability on the part of the Port or BAE 
SFSR, and will significantly reduce the risks to safety of life for hundreds of shipyard 
workers employed at Pier 70. BAE SFSR will continue to manage and operate a viable 
ship repair facility utilizing six operable cranes within the shipyard under the existing terms 
of its thirty-year lease with the Port, without any change to the rent or definition of 
premises, or any fiscal impact to the Port. 

BAE SFSR has identified a crane refurbishing company, Adams Machinery of 
Montgomery, Texas, that is interested in fully removing the cranes from the premises 
through a fully compliant process at no cost to the Port. As brokers and vendors of marine 
equipment, Adams Machinery is interested in recovery of the parts and not the salvage 
value of the steel, which is in decline in today's scrap market. 

Required Approvals : 

Pursuant to the Port Commission's 2004 policy regarding the Disposal of Surplus 
Furniture, Fixtures and Equipment (FF & E Policy), a public notice was issued on 
December 22, 2008 to all identified potentially interested parties known to the Port 
informing them of the Port's intent to allow BAE SFSR to dispose of these cranes because 
they are over 45 years old and may be of historic value. The Commission policy allows 
interested parties to respond within 60 days of the issuance of the public notice prior to 
Staff then submitting a report to the Commission for approval. In this case, staff is seeking 



Commission approval after only 21 days as the risk to safety of life needs to be abated 
and the opportunity for a zero-cost disposal of the surplus cranes will only be available 
until the end of January. 

As of this writing, the Port has received only one response as a result of the December 22, 
2008 Notice to Interested Parties. This response, from Tim Kelley of the Work Place 
History Organization (WHO), questions the validity of the Port's determination that only 
three of the ten cranes are historically significant and contributors to the eligible Pier 70 
Historic District. Mr. Kelley also suggests that the Port explore retention of the cranes for 
future exhibition on the waterfront. Staff, however, has consulted with Carey and Company 
regarding their determination of significance and agrees that this proposal would not result 
in a significant reduction in the concentration of cranes on the site — both contributing and 
non-contributing, either operational or non-operational — such that the integrity of the 
eligible historic district would be diminished. Further, staff has determined that the 
preservation goals of the draft Pier 70 Area Master Plan, which seek to recognize and 
preserve the character defining elements and National Register eligibility of the historic 
district while maintaining the viability of active ship repair operations, will be upheld by this 
proposal. Mr. Kelley has expressed no interest in exploring the potential transfer of this 
surplus equipment from the Port to another entity such as the Work Place History 
Organization, as is provided by the FF & E Policy. 

Other than the review required by the Commission's FF & E Policy, no City approvals are 
needed to authorize BAE SFSR to remove and dispose of Cranes 6 and 32. The proposed 
removal of these cranes has been reviewed by the Port's Chief Harbor Engineer, 
determined to be exempt from Building Code requirements, and therefore does not require 
the issuing of a building permit (either from the City or the Port), as the cranes are rolling- 
stock equipment and not property fixtures. 

Recommendation : 

Granting authorization to BAE SFSR to solicit a contractor that will remove Cranes 6, 32, 
and the remains of Wingwall Crane 34 from the premises in exchange for the salvage of 
parts will: 

• prevent a possibly fatal accident from occurring on Port property, 

• reduce the risks to safety of life for shipyard employees and visitors, and 

• eliminate potential liability on the part of the Port or BAE SFSR 

Staff therefore requests Port Commission's authorization in accordance with the 2004 
FF & E Policy to allow BAE SFSR to remove this Port property from their lease premises. 



Prepared by: Gerard Roybal, Maritime Marketing Manager 



PORT COMMISSION 
CITY & COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-01 



WHEREAS, The Port of San Francisco obtained ownership of Cranes 6, 32, and 34 as 
part of its settlement agreement with Todd Shipyards Corporation in 
November, 1987; and 

WHEREAS, Cranes 6 and 32, became inactive soon after the December 1987 lease 

execution date, and have been non-operational for nearly all of the twenty- 
one years that the Port has owned the property; and 

WHEREAS, BAE Systems San Francisco Ship Repair (BAE SFSR) has identified the 
need to remove Cranes 6, 32, and the remains of 34 as part of the 
implementation of a recently adopted crane safety plan prompted by a 
January 2008 incident that resulted in the loss of a wingwall crane; and 

WHEREAS, Port Staff has consulted with Carey and Company, Historic Preservation 
Consultants — a firm retained by the Port to prepare a Pier 70 National 
Register Historic District nomination for the Piers 68/70 and Seawall Lot 349 
area — and has determined that these three cranes are not considered 
significant and are non-contributing to the eligible Pier 70 Historic District; 
and 

WHEREAS, Port and BAE SFSR staffs have determined that Cranes 6, 32, and the 
remains of 34 are surplus, their removal is necessary to maintain a safe, 
commercially competitive, and sustainable shipyard operation, and that BAE 
SFSR can continue to manage and operate a viable ship repair facility under 
the existing terms of its thirty-year lease with the Port, without any change to 
the rent or definition of premises or any fiscal impact to the Port; and 

WHEREAS, BAE SFSR has identified a crane refurbishing company that is interested in 
removing the cranes from the premises through a fully permitted process at 
no cost to the Port; now, therefore be it 

RESOLVED, That the Port Commission hereby grants authorization allowing BAE SFSR 
to remove Cranes 6, 32, and the remains of 34 from the BAE SFSR 
Pier 68 lease premises. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco Port 
Commission at its meeting of January 13, 2009. 



Secretary 






PORT°^ - 

SAN FRANCISCO 

MEMORANDUM 

January 7, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyer i)^/o^^^ 

Executive Director^ 1/ ' p 

SUBJECT: Request Approval to Extend Exclusive Negotiations for One Month, with a 
One Month Extension Option, for a Construction Materials Recycling 
Center for Seawall Lot 352 with Raisch Products, Inc. and S.F. Recycling 
and Disposal, Inc. 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Overview 

On October 1 1 , 2007, the Port Commission authorized Port staff to issue a request for 
proposals ("RFP") for a leasing opportunity for five acres of land at Pier 94, Seawall Lot 
352 (SWL 352), to operate a construction materials recycling facility specializing in 
processing of demolition concrete and related construction materials. In addition to 
providing lease revenue to the Port, the project will provide a means to process and 
dispose of approximately 120,000 tons of material abandoned at the site by a former 
Port tenant ("Existing Stockpile"). 

On February 26, 2008, the Port Commission approved Resolution 08-14 authorizing 
Port staff to enter into an Exclusive Negotiation Agreement (the "ENA") with Raisch 
Products, Inc. and S.F. Recycling and Disposal, Inc., a division of Norcal Waste 
Systems, Inc. 

On December 9, 2008, the Port Commission approved Resolution 08-75 authorizing 
Port staff to extend the ENA with Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. until January 31 , 2009. This staff report requests Port Commission 
authorization to further extend the ENA until February 28, 2009, with an option for the 
Port Executive Director to extend for a period of one month, to finalize a proposed lease 
agreement and companion documents for Port Commission consideration. 

THIS PRINT COVERS CALENDAR ITEM NO. SB 



SAN FRANCISCO 



FAX 415 274 0528 web sfoortcom 



Exclusive Negotiations 

Port staff executed an ENA and a companion license to enter Port property for 
purposes of site investigation on August 15, 2008. The long delay in entering the ENA 
after Port Commission authorization occurred primarily due to negotiation about the 
terms of the license to enter Port property. After two extensions, that agreement 
expired on December 3, 2008. S.F. Recycling and Disposal paid the Port three $5,000 
payments for the right of exclusive negotiations during this period. 

Since February 26, 2008, Port staff and Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. have negotiated the terms of a proposed agreement that would, if 
approved by the Port Commission, provide for a services contract to conduct crushing 
of the Existing Stockpile, a companion license effective during the period of crushing, 
and a proposed lease agreement for construction materials recycling center. During 
this period, Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. have also 
nearly finalized their own negotiations regarding the formation of a new jointly-owned 
company to run the operation, if an agreement is reached with the Port. Both parties 
expect to conclude negotiations within one month and be able to present the Port 
Commission a proposed agreement for its consideration in February 2009. 

Port staff and Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. require 
additional time to complete the following due diligence and related steps necessary to 
complete the proposed agreement: 

1 . Finalize transaction documents including exhibits (consisting of the lease and 
services contract to crush the Existing Stockpile, and a related license); 

2. Review the Joint Venture agreement between Raisch Products, Inc. and S.F. 
Recycling and Disposal, Inc.; 

3. Review and approve the Operations and Business Plans; 

4. Obtain and approve required insurance and a letter of credit or corporate parent 
guaranty; 

5. Review a revised Port rental application for the joint venture; 

6. Obtain LBE goal setting from the Human Rights Commission for the scope of 
services; 

7. Ensure compliance with the California Environmental Quality Act; 

8. Ensure compliance with regulations published by the California Integrated Waste 
Management Board; and 

9. Draft a proposed amendment for Board of Supervisors consideration regarding 
an additional scope of work contemplated by the proposed agreement (grading 
and placement of the fill material generated by crushing the Existing Stockpile); 
and 

10. Seek Purchaser approval of additional scope of work. 

The Port Commission in its sole discretion may approve extensions of exclusive 
negotiations beyond the initial period authorized by Port Commission Resolution 08-75. 



-2- 



Conclusion 

Port staff recommends that the Port Commission authorize Port staff to extend the ENA 
with Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. for a period until 
February 28, 2009 for a fee of $5,000, with an option for the Port Executive Director to 
extend for a period of one month for an additional fee of $5,000. 

When the Port and Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. reach a 
proposed lease agreement with the new joint venture entity, Port staff will return to the 
Port Commission with the proposed agreement for Port Commission review and 
approval. 



Prepared by: Brad Benson, Special Projects Manager 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 



RESOLUTION NO. 09-02 

WHEREAS, Section B3.581 of the Charter of the City and County of San Francisco 
empowers the Port Commission with the authority and duty to use, 
conduct, operate, maintain, manage, regulate and control Port area of 
the City and County of San Francisco; and 

WHEREAS, Under Charter Section B3. 581(g), leases granted or made by the Port 
Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

WHEREAS, On November 1 , 2007, the Port issued a Request for Proposals ("RFP") 
for a Construction Materials Recycling Center at Seawall Lot 352 (SWL 
352), a copy of which is on file with the Port Commission Secretary; 
and 

WHEREAS, Raisch Products, Inc. and S.F. Recycling and Disposal, Inc. submitted 
the highest scoring proposal among all the respondents to the RFP; 
and 

WHEREAS, Port staff has outlined the RFP and the subsequent review process in 
its February 12, 2008 staff report to the Port Commission, a copy of 
which is on file with the Port Commission Secretary, and based on the 
information and evaluation set forth therein, the Port Commission 
authorized Port staff to enter into an Exclusive Negotiation Agreement 
with Raisch Products, Inc. and S.F. Recycling and Disposal, Inc., jointly, 
for a services contract to process and dispose of approximately 
120,000 tons of material abandoned at the site by a former Port tenant 
and a subsequent lease of SWL 352 to operate a construction 
materials recycling center under terms substantially described in the 
RFP; and 

WHEREAS, Port staff entered an Exclusive Negotiation Agreement with Raisch 
Products, Inc. and S.F. Recycling and Disposal, Inc., jointly, for the 
lease of five acres of SWL 352 under terms substantially described in 
the RFP on August 15, 2008, and, after two extensions, that 
agreement expired on December 3, 2008; and 

WHEREAS, The Port Commission, by Resolution 08-75, authorized Port staff to 
extend the Exclusive Negotiation Agreement between the Port and 
Raisch Products, Inc. and S.F, Recycling and Disposal, Inc. regarding 
the services contract and subsequent lease of SWL 352 until January 
31, 2009; now, therefore, be it 



Resolution No. 09-02 
Page 2 

RESOLVED, That the Port Commission hereby authorizes the Executive Director of 
the Port, or her designee, to extend the Exclusive Negotiation 
Agreement between the Port and Raisch Products, Inc. and S.F. 
Recycling and Disposal, Inc. regarding the services contract and 
companion lease of SWL 352 until February 28, 2009, which 
agreement(s) shall be in a form approved by the City Attorney's Office, 
and to further extend the Exclusive Negotiation Agreement for a period 
of one month in the sole discretion of the Port Executive Director; and 
be it further 

RESOLVED, This authorization does not constitute an acceptance of the proposed 
terms of Raisch Products, Inc. and S.F. Recycling and Disposal, Inc., 
but Port staff is directed to continue negotiations for a lease agreement 
and related documents on terms mutually acceptable to Port and 
Raisch Products, Inc.; and be it further 

RESOLVED, That the project identified in the RFP is subject to review of 

environmental impacts pursuant to the California Environmental Quality 
Act ("CEQA"), depending in large part on the extent to which the 
proposed operation by Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. continues the current type and intensity of industrial use; 
and, should further environmental review be required, as determined by 
the San Francisco City Planning Department, Raisch Products, Inc. and 
S.F. Recycling and Disposal, Inc., will be responsible for assuming 
certain development risks and retaining any environmental consultant 
assistance as needed to secure CEQA review; and furthermore, the 
Port may impose as conditions to approval of the lease, mitigation 
measures to resolve environmental impacts, as may be identified in 
CEQA environmental review analyses. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of January 13, 2009. 



Secretary 




PORTo^ 

SAN FRANCISCO 

MEMORANDUM 

January 6, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyerkk}kp^^ 

Executive Director U 

SUBJECT: Accept Report on the Contracting Activity Quarterly Report - Fiscal Year 
2008/09; 2nd Quarter Period September 1 , 2008 to December 31, 2008 

DIRECTOR'S RECOMMENDATION: Accept Report 

BACKGROUND 

The purpose of this report is to comply with legal and policy mandates for the City and 
County of San Francisco and Port Commission. These legal and policy requirements 
are primarily based upon the following: 

1 . "As-Needed" contracting requirements as promulgated by Section 6.64 of the 
San Francisco Administrative Code, Port Commission Resolution 03-50 and a 
Letter of Agreement with Local 21 International Federation of Professional and 
Technical Employees Association (IFPTE). (Effective April 2005, a $200,000 
limit was imposed via City ordinance for use of as-needed contract services per 
each single public works project; not including general planning or non- 
construction related professional services such as real estate economics as- 
needed contracts.) 

2. Local 21 Union for the IFPTE and the City and County of San Francisco 
Department of Public Works requested that the Port include the following 
additional information in the subject quarterly reports, as it applies to the use of 
as-needed professional service contracts: 

• Contracting activity for the current reporting period 

• Anticipated contracting activity for the upcoming quarter 

• Estimated staffing numbers and projects related to the as-needed contract 
services. 

This Print Covers Calendar Item No. 8C 



SAN FRANCISCO 



3. San Francisco Administrative Code Section 14(b) requires ail departments and 
contract awarding autliorities to report to tlie Mayor on tlieir progress in the 
preceding fiscal year toward the achievement of the LBE goals and their steps to 
ensure non-discrimination against MBEs (Minority Business Enterprises), WBEs 
(Women Business Enterprises) and OBEs (Local businesses other than MBE or 
WBE). 

In the award of leases, franchises, concessions, and other contracts not subject 
to the discount provisions of Administrative Code Section 14(b), contract 
awarding authorities such as the Port shall utilize the good faith efforts steps to 
maximize opportunities to for LBE participation, as deemed practicable to do so. 
At the minimum, contract awarding authorities should notify LBEs that are 
certified to perform the work contemplated in a contract and solicit their interest in 
the contract. These good faith effort steps are described in each solicitation for a 
Port lease, franchise, concession and other contracts such as development 
agreements. 

Definitions 

1 . As-needed Professional Service Contracts include professional service contracts 
procured on a request for qualifications basis to establish a pool of Master 
Agreements in which work is contracted under task orders or Contract Service 
Orders (CSOs), as needed to complete work required on an immediate basis that 
can not othenA/ise be performed by existing City and County of San Francisco 
staff. The Port has twelve as-needed contracts that have a total authorized 
contracting capacity of $8,150,000. 

2. Professional Service Contracts procured through a formal contracting process 

- contracts valued greater than $29,000 

3. Professional Sen/ice Contracts procured through an informal contracting process 

- contracts valued at less than $29,000 

4. Construction Service Contracts 

- public works/construction contract means a contract for the erection, 
construction, renovation, alteration, improvement, demolition, excavation, 
installation, or repair of any public building, structure, infrastructure, bridge, road, 
street, park, dam, tunnel, utility or similar public facility that is performed by or for 
the City 

4. Information Technology Contracts 

- acquisition of computer hardware, software, peripherals and appropriate 
network, consulting, maintenance, training and support services, as well as any 
successor contracts 

5. General Sen/ices Contracts 

- an agreement for those services that are not professional services. Examples 
of "general services" include: janitorial, security guard, pest control, parking lot 
attendants and landscaping services 

Based upon the above information, this report is divided into two sections to cover each 
of the legally mandated reporting requirements consisting of: 1) Administrative Code 
Section 6.64 - As-Needed Contracting Activity; and 2) Administrative Code Section 
14(b) - All other Contracting Activity. 



SUMMARY 

Local Business Enterprise Participation 

According to staff from the Human Rights Commission (HRC) the 20% LBE participation 

goal that the Port has been operating under for the past three years remains 

unchanged. 

While the Port has exceeded its cumulative overall LBE subcontracting goal of 20% on 
all as-needed contracts, new contracts overall fell short with LBE participation at 16%. 
Although the Brannan Street Wharf Project contract award in excess of $1 .5 million 
included 24% LBE participation, the San Francisco Conservation Corps (SFCC) 
contract in the amount of $800,000 did not include an LBE participation goal because 
HRC waived the LBE participation goal for that contract However, the SFCC contract 
did include a subcontract with Larkin Street another local non-profit organization at 20%. 
Both organizations are San Francisco based non-profit organizations that provide 
services specifically supporting the San Francisco community. 

The following table summarizes the Port's new Contracting Activity for the 2nd Quarter 
of Fiscal Year 2008/09. 



Type of Contract 


Amount 
Awarded 


D/LBE 
Amount 


D/LBE % 


As-Needed Professional Services 


$0 


$0 


0% 


General Services (Contracts Only) 


$0 


$0 


0% 


Formal Professional Services 


$2,339,956 


$379,209 


16.2% 


Informal Professional Services 


$ 19,800 








Construction Services 


$0 


$0 


0% 


Information Technology (General 
Services)* 


$0 


$0 


0% 


Totals 


$2,359,756 


$379,209 


16.0% 



*lssued through the Computer Store and Office of Contract Administration IT contracts. 

The following table summarizes the Port's As-Needed Contracting Activity (Contract 
Service Orders) by Master Agreement discipline of professional services for the 2nd 
Quarter FY 2008/09. 



Type of As-Needed Professional 
Services Contract 


Amount 
Awarded 


D/LBE 
Amount 


D/LBE % 


Architectural & Engineering 


$251,672 


$43,605 


17.32% 


Environmental 


$228,939 


$61,137 


26.7% 


Real Estate Economics 


$ 99,962 


$24,960 


24.97% 


Construction Support Services 


$0 


$0 


0% 


Totals 


$583,573 


$129,702 


22.23% 



It is important to note that all of the Architectural & Engineering as well as the 
Environmental contracts expire June 30, 2009. Staff will propose to the Port 
Commission that: (1) an RFP for Architectural and Engineering contracts be issued in 
Spring 2009; and (2) the Environmental contracts be extended for an additional one 
year. 

-3- 



$200.000 As-Needed Contracting Authorization 

During this quarter, no as-needed contract services exceeded the approved $200,000 

threshold. 

Other Contracting Activity 

In addition to the above contracting activity, the Port has been engaged in number of 
leasing evaluations, renewals, and new leases. The Real Estate Division reports that all 
leases are conducted on a first come, first serve basis. There is no tracking by 
ethnicity, gender nor location of corporate headquarters for the tenants granted leases 
on Port property. However, the majority of the lease transactions are with local small 
businesses. The HRC is being asked to review tenant improvement projects for 
applicability to the local business enterprise program. 

Development contracting transactions are highly specialized and market driven by the 
private investment entities pursuing such projects on Port property. In all instances, 
the Port includes the following statement: 

'V. OTHER PROJECT REQUIREMENTS 
A. Equal Opportunity 
The Port Commission encourages the participation of disadvantaged local 
business enterprises in this RFP opportunity. The selected Respondent will be 
encouraged to consult with the City's Human Rights Commission to determine 
appropriate methods for promoting participation by disadvantaged business 
enterprises in this opportunity. The City's list of certified Local Business 
Enterprises may be accessed through the following URL: 
(http://sfQOv.ora/site/uploadedfiles/sfhumanriQhts/directorv/vlist 1.htm} ." 

CONCLUSION 

Additional details on the Port's contracting activities (including upcoming contracting 
activities) are included in the discussion portion of this report. Port staff request 
acceptance of this informational report with comments and further direction to staff as 
deemed appropriate. 



-4- 



DISCUSSION DETAIL 

Based upon the background and summary information provided, the remainder of this 
report is divided into two sections to cover each of the legally mandated reporting 
requirements consisting of report details covering: 1) Administrative Code Section 6.64 
- As-Needed Contracting Activity; and 2) Administrative Code Section 14(b) - All other 
Contracting Activity. 

PART I. As-Needed Professional Services Contracting Activity 
Administrative Code Section 6.64 

This as-needed contracting activity report covers the 2nd Quarter (September 1 , 2008 
through December 31 , 2008) period for Fiscal Year 2008/09. No as-needed 
construction-related professional service Contract Service Order exceeded the 
$200,000 Administrative Code limit for a public works project during this quarter. The 
detailed achievement (dollars and percentages) for each of the twelve as-needed 
consultant contracts is included in Exhibits 1 , 2, 3 and 4 to this report. 

Master Agreements (Exhibit 1) 

It is important to note that all of the Architectural & Engineering, as well as the 
Environmental (Master Agreements) contracts expire June 30, 2009. At its February 
14, 2006 meeting, the Port Commission authorized each of the aforementioned 
Environmental contracts which total four, be awarded for three years, with the Port 
reserving the option to renew for one additional year beyond the third year. Likewise, at 
its April 1 1 , 2006 meeting, the Port Commission authorized each of the aforementioned 
Architectural and Engineering contracts which total two, be awarded for three years, 
with the Port reserving the option to renew for one additional year beyond the third year. 

Port staff anticipates exercising the option to extend the above contracts during the 
upcoming quarter. Due care will be undertaken to assure that only new work 
commencing prior to the original Master Agreement expiration will be included under the 
expiring contract and all work will be completed within the one year option extension 
period. In the meantime. Port staff further anticipates presenting a Request to Advertise 
an As-needed Engineering RFP sometime in Spring 2009. 



2"^ Quarter Activity -September 1 . 2008 through December 31 . 2008 

Construction-related Professional Services Contracts (Engineering, Environmental & 
Construction Support Services) are used primarily by the Engineering Division. The 
Non-Construction-related Professional Services Contracts (Real Estate Economics and 
Related Consulting Services) are used primarily by the Planning Division. 

During this quarterly reporting period, the Port did not meet the 20% subcontracting goal 
for Architectural & Engineering Professional Services, but included 17.32% LBE 
participation on all Contract Service Orders (CSOs) issued. This decline was due to 
dredging and homeland security services that did not include subcontract work. 
However, the 20% subcontracting goal for the Environmental Master Agreement 
contracts was exceeded with LBE participation at 26.7%. Likewise, the Real Estate 
Economics Master Agreement contracts exceeded the 20% goal as well at 24.97%. 
Overall, the Port exceeded the 20% subcontracting goal with LBE participation at 
22.23%. 

Exhibits 3 and 4 illustrate the trend analysis of LBE subconsulting participation on a 
percentage basis for each quarter since the subject as-needed contracts were 
approved. Exhibit 3 illustrates that cumulatively, the Port is still exceeding the 20% 
subcontracting goal at 21.78% participation from July 1, 2006 through December 31, 
2008. As indicated in Exhibit 4, the percentage LBE participation varies from quarter to 
quarter. 

Anticipated As-Needed Contracting Activity for the Upcoming Quarter 

(January 1 , 2009 - March 30, 2009) 



Description of Work 


Estimated 
Dollar Amount 


Project 


Secure Army Corps and RWQCB permits 
and regulatory analysis 


$ 80,000 


Brannan Street Wharf - 
Permitting Support 


Pier 45 (on-going project) modification 


$ 25,853 


Pier 45 Drainage 
Improvements Project 


Specialized analytical services for Pier 45 SF 
Rocks contract 


$ 15,000 


Fisherman Wharf WQ Lab 
Support 


To modify Fact Sheets and additional 
content based on stakeholder feedback 


$ 40,000 


Stormwater Design 
Guidelines Amendments 


To Perform Compliance audits at 47 Port 
Industrial Permit Facilities 


$75,000 


Stormwater Facility Audits 


TOTAL ESTIMATED AMOUNT 


$235,853 





-6- 



Anticipated As-Needed Professional Contract - Real Estate and Related Services 



Description of Work 


Estimated 
Dollar Amount 


Project 


Architectural/structural engineer and cost 
estimating 


$15,000 


Pier 79 Building 113 
Stabilization Approach and Cost 
Estimate 


Engineering services 


$ 150,000 


Pier 70 Infrastructure Planning 
and Cost Estimating 


Economic/financial consulting 


$ 25,000 


Pier 70 Financial Assistance - 
Tax Credits 


Public relations/community outreach 


$15,000 


Blue Greenway Planning 


Landscape Graphics/Graphic Designer 


$ 20,000 


Blue Greenway Planning 


TOTAL ESTIMATED AMOUNT 


$225,000 





Staffing Numbers 

PORT OF SAN FRANCISCO 
Staffing Activity for Fiscal Year 07/08 
2nd Quarter, 10/1/08-12/31/08 



Class/Title 


Activities 


1053 IS Business Analyst - Senior 


Temporary vacancy due to maternity leave; filled 
by temporary exempt effective 10/10/08. 


9376 Market Research Specialist 


New position for FY 08/09- position filled from a 
PBT (Position-Based Testing) eligible list effective 
11/17/08. 



-7- 



PART II. All Other Contracting Activity 

San Francisco Administrative Code Section 14(b) 

This section of the report covers the Port Commission's request to expand reporting of 
contracting activity to include all Port contracts. This section of the report also 
addresses the new San Francisco Administrative Code Section 14(b) requirement to 
report activities to assure nondiscrimination in contracting to MBEs, WBEs and OBEs. 

The San Francisco Human Rights Commission (HRC) has determined that the Port's 
contracting activities and the prime contractors/consultants have made a good faith 
effort to comply with the City and County of San Francisco Local Business Enterprise 
program. 

Port Contracting Activity (Non As-Needed Contracts) 2nd Quarter FY 2008/09 



Formal Professional Service Contracts 


Contract 
Date 


Contractor Name 


Contract 
Amount 


LBE 
Amount 


LBE % 


Project Description 


11/1/08 


S.F. Conservation 
Corps 


$ 800,000 








Environmental 
Maintenance of Port 
Facilities. 


12/4/08 


Winzler & 
Kelly/Structus JV 


$1,539,956 


$379,209 


24.3% 


Brannan Street Wharf 


TOTAL 




$2,339,956 


$379,209 


16.2% 




Informal Professional Service Contracts 


12/17/08 


URS Americas 


$9,800 








Emergency Training; 
(Performance Period 
Contract Extension 
Only) 


10/6/08 


Carmen Clark 
Consulting 


$10,000 








Executive Coaching 


TOTAL 




$19,800 











UPCOMING QUARTER PROJECTED CONTRACTING ACTIVITY 
Anticipated Formal Professional Services 



Description of Work 


Estimated Dollar 
Amount 


Project 


Provide engineering and construction 
support RFP 


$1,000,000 


Pier 43 V^ Detailed 
Engineering 


Post-construction water quality monitoring 


$ 75,000 


Pier 45 SF Rocks 


Provide engineering and construction 
support RFP 


$ 300,000 


Mission Bay Shoreline 
Protection for Bayfront Park 


Financial Advisory Services Contract 


$ 300,000 


Finance 


Engineering Services RFP 


$4,500,000 


Portwide As-Needed Support 


Brownfields Site Investigation Contract 


$ 600,000 


Pier 70 


TOTAL ESTIMATED AMOUNT 


$6,775,000 





Anticipated Construction Services Contract 



Description of Work 


Estimated 
Dollar Amount 


Project 


Reinforce concrete, carpentry, plumbing, and 
electrical work to provide ADA modification 


$ 400,000 


401 Terry Francois Blvd 
ADA Modifications 


Provide services to route stormwater and 
sewer lines to connect to the City Main 


$1,600,000 


Pier 45 Drainage 
Improvements 


Fix an elevator out-of-service 


$ 90,000 


10 Lombard Elevator Repair 


TOTAL ESTIMATED AMOUNT 


$ 2,090,000 





Anticipated information Technology Contract 



Description of Work 


Estimated 
Dollar Amount 


Project 


Implementation of Avantis replacement 
CMMS 


$ 997,500 


CMMS (Avantis Repl.) - 
Implementation 


TOTAL ESTIMATED AMOUNT 


$ 997,500 





Anticipated Elevator, Escalator, Security and Fire Protection Systems Public 
Works 



Description of Work 


Estimated 
Dollar Amount 


Project 


Extend existing fire alarm system to monitor 
Pier 35 in its entirety 


$200,000 


Pier 35 Fire Alarm Upgrades 


Electrical work to extend existing circuits in 
Pier 1 to provide power during an emergency 


$ 62.500 


Pier 1 Emergency Power 
Lighting Upgrade 


Provide fire suppression in the computer 
server room 


$ 41,000 


Pier 1 Server Room Fire 
Suppression 


Access and recommend repairs for scope of 
work to fix an elevator out-of-service 


$ 8,000 


1 Lombard Elevator Repair 


Elevator & Escalator Maintenance RFQ 


$150,000 


Portwide 


TOTAL ESTIMATED AMOUNT 


$461,500 





Steps to Assure Non-Discrimination against IVIBEs, WBEs and OBEs 

To assure that MBEs, WBEs and OBEs are not discriminated against in Port contracting 
opportunities, the Port has implemented the following standard procedures: 



• Request information from the San Francisco Human Rights Commission as to 
the availability of MBEs, WBEs and OBEs certified as offering services required 
on Port projects. Such information includes availability statistics in percentages 
for MBEs, WBEs and OBEs. In addition, the Port has requested the MS Excel 
database of such certified firms to assure inclusion as project opportunities 
become available. 

• Availability statistics in percentages are included in advertising for all formally 
procured contracts. 

• Outreach through Minority, Women and Local media 

• Direct mailing, faxing and e-mailing of procurement opportunity notices 



• Identifying set-aside opportunities exclusively for Micro-LBE firms 

• Working with Port staff to eliminate barriers to MBEs, WBEs and OBEs gaining 
access to Port contracting opportunities. Such barriers include qualifications 
based upon prior knowledge/experience on the project or past work with existing 
consultants. 

• Hold prime consultants accountable for actions that impede the success of MBE, 
WBE and OBE firm's success on contracts such as the withholding of essential 
information required to perform subcontracted work by notifying the San 
Francisco Human Rights Commission to perform investigations, when deemed 
appropriate. 

To improve the procurement process and efforts to increase LBE participation, in 
addition to regular meetings with Port operation divisions; establish regular bi-weekly 
meetings with HRC representative(s) and the Port Contract Manager to review Port 
procurements including RFPs, contracts, CSO modifications and etc. 

RECOMMENDATION 

The attached report is submitted to meet the requirements stated in the report 
Background. In closing, staff requests the Port Commission's acceptance of this report. 



Prepared by: Norma Nelson, Contract Administrator 

For: Tina Olson, Director of Finance & Administration 



cc: Clerk, Board of Supervisors 

Local 21, IFPTE Representative Ging Louie 
Department of Public Works, James Chia 
Human Rights Commission, Selormey Dzikunu 



Exhibits: 

1 ) As-Needed Master Agreement Contract Status Report as of December 31 , 2008 

2) FY 2008/09 2"^^ Quarter Contract Service Orders Awarded 

3) Cumulative* and FY 2008-09 2nd Qtr (September 1 , 2008 - December 31 , 2008): 
Contract Service Orders Awarded and DBE Participation 

4) Cumulative DBE Participation Quarterly Trend Illustration 

*Cumulative is based upon from the contract inception period July 2006 (Beginning) to 
current reporting period (Ending). 



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-PORTo^ 

SAN FRANCISCO 

MEMORANDUM 

January 7, 2009 

TO: MEMBERS. PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsj<y 

FROM: Monique Moyer 

Executive Director 

SUBJECT: Request Authorization to Issue Letter for Temporary Expanded 

Permissible Uses for Ferry Plaza Limited Partnership, a California Limited 
Partnership, Lease No. L-13832 

DIRECTOR'S RECOMMENDATION: Authorize Executive Director to Issue Letter 
INTRODUCTION 

In February 2008, the Port released a structural conditions assessment regarding Pier 
Vt. and determined the substructure would not likely remain functional beyond the fall of 
2008 when the wave action of winter storms exert their maximum effect and would likely 
render the pier unsafe for occupancy. Upon notification of the pier's condition, the 
Port's tenant of the pier. Ferry Building Investors, LLC ("FBI"), submitted a letter on July 
3, 2008 terminating their use of Pier V2 and thereby closing a centrally located and 
important parking resource for the Ferry Building Area. 

With regard to finding permanent parking solutions for the Ferry Building area. Port 
Commission Resolution No. 08-78, approved on December 9, 2008, identified pre- 
implementation planning for the next phase of the Downtown Ferry Terminal Project. 
This planning effort will address a number of ongoing needs for the area including visitor 
parking and transportation including long-term land use strategies for Pier V^ and 
transportation and service areas. An express goal of this concentrated effort will 
address parking needs of the Ferry Building and the Ferry Plaza farmer's market. 



This Print Covers Calendar Item No. 8D 



5AN FRANCISCO 



FAX 415 274 0528 



In the near-term, heightened by the recent economic downturn and with the approach of 
the important holiday shopping period, Port staff initiated contact with FBI to discuss 
immediate parking alternatives to attract retail customers to the many Ferry Building 
businesses and the highly successful Ferry Plaza farmer's market. After several weeks 
of meetings, staff and FBI determined the most likely near-term solution was to provide 
a comprehensive valet parking program. As such, on December 3, 2008, FBI, through 
their parking vendor Ace Parking Management, Inc. ("Ace") commenced a valet parking 
program on a trial basis. 

TRIAL VALET PARKING PROGRAM 

Based on parking data gathered by Ace and analyzed at weekly progress meetings, the 
program has been successful at providing convenient and affordable parking 
alternatives for the Ferry Building's many patrons. With the exception of Saturdays, Ace 
has generally been able to accommodate Ferry Building patrons by utilizing nearby 
parking spaces on the northbound Embarcadero curb and on the remaining marginal 
wharf at Pier V2. 

PROPOSAL FOR ADDITIONAL VALET PARKING RESOURCES 

Utilizing the parking areas mentioned above creatively and professionally, Ace has 
forged a valet program that by and large meets the needs of the Ferry Building with the 
significant exception of Saturdays when the popular Ferry Plaza farmer's market 
overwhelms available parking resources. To that end, staff has been approached by the 
tenant of the building in the Ferry Plaza (the former World Trade Club premises), Ferry 
Plaza Limited Partnership ("FPLP"), with a proposal to expand, on a temporary basis, 
the permissible uses under its Lease No. L-13832 (see attached map of this 3,563 sq. 
ft. area). This lease currently allows parking on Pier 2 near Sinbad's restaurant for 
approximately twenty vehicles and is restricted to the patrons of the now closed World 
Trade Club and successor restaurant users. 

FPLP's proposal would expand the list of patrons allowed to park at the L-13832 
premises to patrons of the Ferry Building's retail businesses through March 31 , 2009 or 
earlier should the premises be needed when the former World Trade Club premises are 
reactivated. To accomplish this expanded use, FPLP proposes entering into a parking 
agreement with the Ferry Building's parking vendor. Ace. Ace in turn would utilize the 
premises of L-13832 to enhance their ongoing valet parking program. This additional 
area, when combined with the parking resources discussed above, would help to 
address the increased parking demand currently experienced during the Saturday Ferry 
Plaza farmer's market. 

REVIEW OF PROPOSAL 

Staff has reviewed FPLP's proposal. Under Lease No. L-13832 uses other than those 
described above (parking for World Trade Club patrons only) requires the Port 
Commission's written consent. In recognition of the immediate parking needs of the 
Ferry Building retail merchants and in response to FPLP's proposal, staff notes the 
following items for Port Commission review and consideration: 



1. The temporary expansion of permissible uses proposed under Lease No. L- 
13832 should be reviewed in recognition of FPLP's need to maintain control of 
this parking resource to effectively market Lease No. L-8627 for the building 
which has been vacant for many months following the closure of the World Trade 
Club. 

2. FPLP's proposal to enter into a parking agreement with the Ferry Building's 
parking vendor should be for the sole purpose of providing valet parking service 
in support of the retail businesses in the Ferry Building and the Ferry Plaza 
farmer's market. 

3. FPLP must continue to indemnify the Port for the expanded uses pursuant to the 
terms of the lease. All other terms of Lease No. L-13832 will continue to apply to 
the expanded uses. 

4. The temporary expansion of permissible uses authorized by the Port must be 
revocable by the Port at any time with 30 calendar day's prior written notice. 

5. From the commencement date of the temporary expansion of permissible uses 
through March 31 , 2009, FPLP shall collect detailed sales revenue from the Ferry 
Building parking vendor. The Port shall analyze this data to help determine if the 
Ferry Building valet parking program is benefiting from the expanded use of the 
FPLP premises and if so, whether such benefit warrants continuing the expanded 
use beyond March 31 , 2009. The collected data would also allow staff to 
determine whether an increase in Base Rent is warranted for the continued use 
beyond March 31, 2009. Any extension shall not extend beyond January 31, 
2010. 

6. Port's approval will terminate upon 30 calendar day's written notice from FPLP 
that it has reactivated the former World Trade Club premises with a new use 
pursuant to Lease No. L-8627. 

RECOMMENDATION 

Staff recommends authorizing the Port Executive Director to issue a letter allowing the 
temporary expansion of permissible uses under Lease No. L-13832 on the terms 
identified above. A copy of the proposed letter is attached to this staff report as Exhibit 
A. Staff further recommends authorizing the Executive Director to extend the temporary 
expansion of permissible uses beyond March 31, 2009 but not beyond January 31, 
2010. Any extension so granted by the Executive Director shall be at fair market rate as 
determined by Port in its sole discretion. 



Prepared by: Phil Williamson, Project Manager 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-03 



WHEREAS, 



WHEREAS. 



WHEREAS, 



WHEREAS, 



RESOLVED, 



RESOLVED, 



Section 4. 11 4 of the Charter of the City and County of San Francisco 
empowers the Port Commission with the authority and duty to use, 
conduct, operate, maintain, manage, regulate and control Port area of 
the City and County of San Francisco; and 

Under Charter Section 4.1 14, leases granted or made by the Port 
Commission shall be administered exclusively by the operating forces 
of the Port Commission; and 

The Port received a proposal from Ferry Plaza Limited Partners, a 
California limited partnership ("FPLP"), to expand on a temporary basis 
the permissible uses of their Lease No. L-13832 at Pier 2; and 

Port staff has reviewed FPLP's proposal and, with specific conditions 
described in the staff report for this item, finds it provides a needed 
additional parking resource for the Ferry Building area; now, therefore, 
belt 

That the Port Commission hereby authorizes the Executive Director of 
the Port, or her designee, to issue a letter to FPLP in substantially the 
same form as the letter attached to the staff report allowing additional 
permissible uses under Lease No. L-13832 to include parking for 
patrons of the retail businesses located in the Ferry Building and the 
Ferry Plaza farmer's market through March 31, 2009; and be it further 

That the Port Commission hereby authorizes the Executive Director of 
the Port, or her designee, to extend the temporary expansion of 
permissible uses beyond March 31, 2009 but not beyond January 31, 
2010 with any extension so granted by the Executive Director at fair 
market rate as determined by Port in its sole discretion. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of January 13, 2009. 



Secretary 



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Draft 



BY HAND DELIVERY 

January 8, 2009 

Mr. Steven Tom 

Ferry Plaza Limited Partnership 

Ferry Plaza 

San Francisco, CA 941 1 1 



Re: Lease No. L-1 3832 

Dear Mr. Tom: 

In recognition of the immediate parking needs of the Ferry Building retail merchants and in 
response to your recent proposal, this letter authorizes the temporary expansion of permissible 
uses under Lease No. L-1 3832, ("Lease") dated as of September 1, 2005 by and between the 
San Francisco Port Commission ("Port") and Ferry Plaza Limited Partnership, a California 
limited partnership ("FPLP") for parking space at Pier 2. 

Section 8.1 of the Lease currently states in its entirety: 

"1.8 Permitted Use (Section 8.1): 

Parking for customers of Tenant's or Tenant's subtenant's restaurant and/or club operated 

pursuant to Port Lease No. L-8627 dated December 1 , 1974 and for no other use without the 

Port Commission's written consent which consent may be withheld or denied in Port's sole 

discretion." 



FPLP proposes expanding the permissible Lease uses to include the valet parking of vehicles 
visiting retail establishments at the Ferry Building. To accomplish this expanded use, FPLP 
proposes entering into a parking agreement with the Ferry Building's parking vendor. Ace 
Parking Management, Inc. 

In recognition of the unique factors at this location including similarity of the proposed use to the 
existing permissible use, increased local parking demand following the closure of Pier 72 and the 
temporary availability of the space due to the current vacancy at the World Trade Club site, 
please accept this letter as Port's conditional approval of your proposal. The Port's approval is 
limited by the following conditions: 

1 . Formal approval must first be obtained from the Port Commission as evidenced by 
Resolution. By signing below, FPLP acknowledges that the final decision of whether or 
not to allow the continued expanded uses is solely in the Port Commission's discretion. 

2. The temporary expansion of permissible uses under Lease No. L-1 3832 is approved in 
recognition of Port's desire that FPLP effectively market Lease No. L-8627 which has 
been vacant for many months following the closure of the World Trade Club. 

3. FPLP shall use the premises for the sole purpose of providing valet parking service for 
those vehicles visiting the retail customers of the Ferry Building and to provide an 
additional valet parking resource for patrons of the Ferry Plaza Farmer's Market and for 
no other purpose. 




"PORTs:™ 

4. FPLP shall continue to indemnify the Port pursuant to the terms of the Lease and comply 
with all other Lease terms. 

5. The temporary expansion of permissible uses authorized by this letter may be revoked 
by the Port at any time with 30 calendar day's prior written notice. 

6. Port's approval of the temporary expansion of permissible uses will terminate upon 30 
calendar day's notice from FPLP that it has reactivated the former World Trade Club 
premises 

7. From the commencement date of the temporary expansion of permissible uses through 
March 31 , 2009, FPLP shall collect detailed sales revenue from the Ferry Building 
parking vendor and remit it to the Port. The Port shall analyze this data to determine 
whether to allow the expanded uses to continue beyond March 31 , 2009 and if so, 
whether an increase in Base Rent will be required. 

If FPLP is in agreement with the above-stated conditions, please counter sign below and return 
this letter to Jonathan Stern, Assistant Deputy Director, Planning and Development. Jonathan 
can be reached at 415-274-0545 if you have any questions. 

Sincerely, 



Monique Moyer 
Executive Director 



AGREED: 



By: 



Its 



go: Port Commissioners (through Port Commission Secretary) 
Jonathan Stern, PSF 
Elliott Riley, PSF 

Harout Hagopian, Ferry Building Investors, LLC 
Rona Sandler, Deputy City Attorney 



F:\PJWs Word Files\Letters\DRAFT FPLP Letter L-13832 parking with IVlM's comments.doc 



jsm-'Jt 



TO: 



^PORTo^ 

SAN FRANCISCO 

MEMORANDUM 

Januarys, 2009 

MEMBERS, PORT COMMISSION 
Hon. Kimberly Brandon, President 
Hon. Rodney Fong, Vice President 
Hon. Michael Hardeman 
Hon. Ann Lazarus 
Hon. Stephanie Shakofsky 



FROM: 



SUBJECT: 



Monique Moyer 
Executive Director 




•eA^ 



Informational Presentation by Port Staff and Two Potential Developers for 
the 2/3 Acre Mixed Use Development Opportunity at Seawall Lot 351 
(Embarcadero at Washington) (includes AB 0201 , Lot 013) 

DIRECTOR'S RECOMMENDATION: Information Only - No Action Required 

On December 19, 2008, the Port of San Francisco received two development proposals 
for Seawall Lot 351 (SWL 351) in response to the Request for Proposals (RFP) issued for 
the site on November 10, 2008. This informational presentation introduces these 
developers and potential projects to the Port Commission. This memorandum discusses 
the background on the RFP, provides an overview of the proposals received, and 
describes the upcoming process for policy making regarding SWL 351. No action is 
requested at this time. 

Background 

SWL 351 is a nearly triangular site with a 358-foot frontage along The Embarcadero 
Roadway with a mere 26-foot frontage on Washington Street. This site was identified in 
the Waterfront Land Use Plan as a mixed use development opportunity site. 

On July 9, 2008, the Port Commission authorized issuing a RFP for SWL 351 following a 
series of informational hearings and public outreach. This authorization included approving 
development criteria for the site and minimum business terms for the RFP. An RFP was 
issued on August 13, 2008; one proposal was received by the due date of October 30, 
2008. The RFP was reissued on November 10, 2008 with a deadline of December 19, 
2008. Two proposals were received on that date from San Francisco Waterfront Partners 
II (SFWP) and Dhaval Panchal. 

This Print Covers Calendar item No. 9B 



'OigoF SAN FRANCISCO 



FAX 415 274 0528 



WEB sfporf.com 



San Francisco. CA 941 1 1 



The development opportunity was advertised widely. Advertisements were placed in the 
following media: San Francisco Chronicle, San Francisco Examiner, Asian Week, San 
Francisco Business Times, China Press, Sing Tao, El Reportero, Bay Area Reporter, and 
Bay Times. Over 2,000 postcards advertising the development project were mailed to 
potential developers using a variety of outreach lists. The Port noticed its various email 
lists with approximately 300 developers, architects and community members and emailed 
to national hotel industry contacts. As a public parking facility is a key aspect of the RFP 
requirements, notice of the development opportunity was mailed to over 100 parties on the 
Department of Parking and Traffic's interest list for parking operators and developers. 
This opportunity received press coverage in the San Francisco Business Times, the San 
Francisco Chronicle, and the San Francisco Examiner, the City Star and local real estate 
industry focused websites. Several services that track development opportunities on a 
national basis included this opportunity in their reporting to subscribers. In total, 216 
parties downloaded one of the two RFPs or attended one of the two pre-bid meetings. 

Port staff has performed a preliminary review of the submittals and extracted the main 
points and concepts from each. As the two proposed transaction structures differ 
significantly and the business terms have not yet been analyzed, this overview does not 
include the proposed rent or other economic participation by the Port. This information 
does not reflect staff analysis or judgment regarding the proposals. Port staff also 
conducted a preliminary responsiveness screening of the submittals and is working to 
clarify outstanding questions with each developer prior to the full technical evaluation by a 
panel. Later staff reports will present the business terms proposed and the results of the 
technical evaluation. Additional information is posted on the Port's website, 
www.sfport.com/swl351 . 

Summary of RFP Requirements 

The RFP invited proposals for a long term ground lease of SWL 351. Key terms include: 

■ Land Use - Uses required include restaurant/retail and 90 public parking spaces. 
Encouraged uses are hotel, office, residential, and recreation. 

■ Public Trust Consistency - Office, residential and private recreation uses are 
encouraged as land uses, with the recognition that a developer proposing these 
uses would need to propose a means to address the Public Trust restrictions. 

■ Height - The design objectives are intended to express the community's strong 
concerns about view corridors and neighborhood context without requiring a 
specific height to avoid overly constraining proposals. 

■ Reconnecting the City with the Waterfront - The objectives provide direction on 
pedestrian connections, ground floor character, and the relationship to The 
Embarcadero, adjacent land-side open spaces, the Ferry Building, and pier 
bulkhead buildings. 

■ Minimum Rent - $500,000 per year at project stabilization. 

■ "As-ls" Lease - all capital and operating costs to be borne by the developer. 



-2- 



The RFP provided direction on the design and development program objectives to 
encourage proposals that address the complex set of policy goals the Port faces in the 
Ferry Building area. 

Overview of Dhaval Panchal Proposal 



Developer 



Project Proposed 



Management Plan 



Transaction 



An experienced group of hotel and restaurant operators led by Dhaval 
Panchal and including Ram Dhnv Management LLC, Hotel Le Main 
LLC, Haresh Panchal, and Subhash Patel. This team has developed 
the following projects: Hampton Inn and Suites, Downtown San Jose 
(80 rooms). Comfort Inn, San Jose (45 rooms), development of 12 
unit single family home tract in Gilroy and a 16 unit single family home 
tract in South San Francisco. Members of the development team own 
and operate at least 12 hotels. Other members of the project team, 
including architects, have yet to be determined. 

A 203 room first class, full service hotel with 25,654 square feet of 
retail space and a 14,943 square foot restaurant. Project includes 117 
parking spaces with one level subterranean and one level at grade. A 
five star restaurant is proposed for the top floor level of the hotel. 
Retail space is on the second floor of the project. 

The developer would operate the hotel once constructed and would 
secure tenants for the restaurant and retail spaces. 

66 year ground lease of SWL 351 with base ground rent and 
participation rent based on gross sales. 



Overview of San Francisco Waterfront Partners I! Proposal 



Developer 



Project Proposed 



A partnership between Pacific Waterfront Partners, LLC (PWP) and 
the California State Teachers Retirement System (CalSTRS). PWP's 
principals were the managing partners in the following projects: Piers 
VA , 3, & 5, The Watermark, Embarcadero Center, the Pan Pacific 
(now JW Marriot) Hotel, and Marina Square (Singapore). Skidmore, 
Owings and Merrill are the architects on the SFWP team. 

An 8 story condominium building of 84" in height and containing 
approximately 70-85 residential condominiums as well as ground floor 
restaurants and retail spaces on the southern portion of SWL 351 . A 
48' wide portion of SWL 351 will be opened up as part of a new public 
open space, the Jackson Street Commons. The portion of SWL 351 
north of the Jackson Street right-of-way has a one story health club 
building with roof top pools. 

Portions of the two buildings will extend onto land not owned by the 
Port by combining SWL 351 with the adjacent 2.5 acre Golden 
Gateway Tennis and Swim Club site that SFWP has an option to 

-3- 



purchase. An additional residential condominium building, 
underground residential parking, a rebuilt tennis and swim club with 4 
outdoor courts and 12,000 square feet of fitness center, and public 
open space are proposed for this privately owned site. 
An underground public parking garage with 90 to 250 parking spaces 
available for waterfront visitors is proposed under the combined site. 
A variant of the developer's proposal includes an additional restaurant 
facing a newly created park. Both park areas and this restaurant 
would become Port owned properties. 

Management Plan The residential condominiums would be sold. The developer (or future 

transferee) would secure tenants for the retail and restaurant portions 
of the project. The developer or future transferee would own the 
private recreation club. The developer would operate the public 
parking garage and would be responsible for all operating costs of the 
site including the parks and public access areas. 



Transaction 



Complex land swap where portions of SWL 351 would be exchanged 
for portions of the current Golden Gateway Tennis and Swim Club 
site. The land exchanged into the Public Trust and the remaining 
portions of SWL 351 would be owned by the Port and would provide 
public serving open space or visitor serving commercial uses. 

In addition to the land swap, ownership of the public parking garage 
would be conveyed to the Port subject to a 66 year ground lease to 
SFWP. The Port would participate in the revenue stream from public 
parking. In the proposed variant structure, ownership of the additional 
4,000 to 5,000 square foot restaurant would be conveyed to the Port 
subject to a ground lease to SFWP. 



Additional Public Outreach and Next Steps 

The development proposals will be reviewed and discussed by the Northeast Waterfront 
Advisory Group (NEW AG) on February 4, 2009. This discussion will allow development 
teams and community stakeholders to have a direct exchange regarding the proposed 
projects. The Port is also seeking public comment on the development proposals through 
its website and other outreach. 

Port staff is evaluating the proposals using the evaluation procedure and criteria included 
in the RFP. The submittals will be reviewed and evaluated by an evaluation panel 
consisting of individuals with experience in real estate economics, land use planning and 
architecture/urban design, with assistance from Port staff and independent consultants. 
The RFP included specific evaluation criteria with the following weighting: 

■ Developer Team Experience, Qualifications, and Financial Capability (30 Points) 

■ Proposed Development Design and Program (35 Points) 

■ Proposed Financial Terms (35 Points) 



-4- 



The results of the panel evaluation and a summary of the public comment received will be 
presented to the Port Commission at either the February 24, or March 10, 2009 Port 
Commission meetings along with recommendations for next steps regarding this 
development opportunity. Port staff anticipate seeking action by the Port Commission in 
March 2009 with respect to the SWL 351 development opportunity. 



Prepared by: Kathleen Diohep 
Project Manager 



For: 



Jonathan Stern 
Assistant Deputy Director 
Waterfront Development 



Byron Rhett, Deputy Director 
Planning and Development 

Attachments 

Executive Summaries provided by developer of each project. 



EXECUTIVE SUMMARY 

Dhaval Panchel Seawall Lot 351 Development Proposal to 

Port of San Francisco 

December 19, 2008 



INTRODUCTION 

We are an experienced group of hotelier and restaurant operators. Our group is 
proposing to build an elegant upscale full service hotel that is worthy of being 
located on the embarcadero. Our goal is not only to please the Port of San 
Francisco, but also to please the surrounding community. We will develop a 
project that the Port Commission and the City and County of San Francisco will 
be proud of. This will not be an easy project due to the size constrains of the lot 
and the great deal of obstacles to overcome, but with the right people and vision 
this project is manageable. Our overall plan is to operate the hotel, lease out the 
restaurant and parking to a 3rd party. The purpose of leasing out the restaurant 
is to bring in a high end well known world renowned chef to the location. We will 
lease out the parking to an established company in San Francisco whose 
expertise is parking lots. We think that is structure will bring the highest revenues 
to the proposed project. 

LAND USE PROGRAM PROPOSED 

We are anticipating that we will be able to construct a hotel with 203 rooms, 117 
parking spaces, 25,654.00 square feet of retail space, and a 14,943.00 square 
feet restaurant and bar space. 

DEVELOPMENT ENTITY: 

The developmental entity will be formed immediately if the Port selects our group 
as the qualified respondents. The developmental entity will be a newly formed 
California Limited Liability Company. The principal business of the LLC will be to 
construct and operate an elegant and charming full service hotel and restaurant 
oasis in San Francisco. The Principal Members of the LLC will be but not limited 
to: 

1. Ram Dhnv Management LLC dba Hampton Inn and Suites San Jose 

2. Hotel Le Main LLC 

3. Haresh Panchal 

4. Dhaval Panchal 

5. Subhash Patel 



ROLE OF EACH TEAM MEMBER 

The key members of the LLC will be Dhaval Panchal, Haresh Panchal, and 
Subhash Patel. All others members will have only a financial position with the 
LLC. 

Haresh Panchal/Subhash Patel: 

In charge construction and development of the Hotel. 

Dhaval Panchal, Esq.: 

Construction and development of the Hotel. Once the hotel's construction is 
complete he will be In charge of all day to day operations and management of 
Hotel as well as managing the tenant of the restaurant. This includes acting as 
the in house attorney as well. 

Dhaval will also be in charge of construction design, interior/exterior design and 
layout of the entire hotel/restaurant. 

CONSULTANTS: 

Due to the size and nature of this project we have not selected the prospective 
consultants. We have hired some preliminary consultants to plot the layout and 
design of the proposed project. If we are selected we have a list of professions 
we have used in the past that are qualified candidates for this project. 



DEVELOPER QUALIFICATIONS: 

Between Haresh, Dhaval, and Subhash Patel we own and operated the following 
properties: 

1. Ram Dhnv Management LLC dba Hampton Inn and Suites, San Jose CA 

www.hamptoninnsj.com. 80 units 
Constructed from the ground up Opened 2001 

2. Surya Management LLC dba Comfort Inn , San Jose CA 

www.comfortinnsanjose.com 45 units 
Constructed from the ground up in 2004 

3. Hollister Inn Inc. dba Best Western San Benito Inn, Hollister CA 

www.bestwesternholiister.com 42 Units 

4. Park Inn - Milpitas CA 

www.milpttasinn.com 55 Units 

Constructed from the ground up opened 1986 



5. Holliday Motel LLC, Holiday Motel - 25 Units 

Morgan Hill CA 

6. Valley Inn - Watsonville CA, 

vvww.watsonviileinn.com 23 Units 

Constructed from the ground up opened in 1992 

7. Casa Linda Motel LLC - currently 35 Unit 

San Jose, CA 

Estimated to break ground 2010 for 150 Unit full Service Hotel 

8. Hotel Le Main LLC - 92 Units 

San Francisco CA 

Residential Hotel 

Leased Out to Department of Public Health City and County of San 

Francisco. 

9. Motel 6-69 Unit 

Orland, CA 
Under Construction 
Estimate Opening mid 2009 

10. The Pier Point Inn - 80 Units Full Service Hotel 

www.pierponlinn.com 
Ventura CA, 

1 1 . Best Western Skyline Motor Lodge - 45 Unit 

www.bestwesternoregon.com/hotels/best-western-skyline-motor-lodge 

12. Fremont Inn- 32 Units 

www.fremontinnlakeview.com 

Lake View Oregon. 

Full service Hotel with restaurant and bar 

Other Projects Outside of Hotels 

2005- Developed 13 Single Family Homes in Gilroy CA 
Riverbend Development Inc. 

2006- Developed 16 Single Family Homes in South San Francisco CA- 

www.thestonegateestates.com 



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,>»««"«{^ SAN F R A N C: I S C O 

^ WATERFRONT 
M P A R 1 N E R S , L L C 

December 19, 2008 

Dear Members of The Port Commission and Executive Director Monique Moyer: 

San Francisco Waterfront Partners II, LLC (SFWP) is pleased to submit this proposal for the development 
of Seawall Lot 351 to the Members and Staff of the San Francisco Port Commission. 

SFWP is a partnership betv/een local developer, Pacific Waterfront Partners, LLC (PWP), the Managing Member, 
and the California State Teachers Retirement System (CalSTRS). PWP has extensive experience with waterfront 
development, entitlements and public private partnerships. Between them, Simon Snellgrove and Alicia 
Esterkamp, the Principals of the company and their associates, have been actively involved in the area within 
and surrounding the Ferry Building Waterfront since 1969 and have aggregated over 65 years of combined 
experience. Both principals have a passionate, committed and personal interest in the area. 

SFWP has a proven track record and commitment with the Port of San Francisco which has been demonstrated 
through its tireless efforts in the development of Piers 1 Vi;, 3 & 5, completing the project despite a severely 
challenging economy, We are extremely proud of the relationship we have developed with the Port Staff which 
IS underpinned by mutual respect and support. 

SFWP understands the neighborhood, the diversity of stakeholder's opinions as well as the complex regulatory 
process and is committed to successfully completing a responsible, contextual development project. 

We and our team have the requisite experience, vision, management expertise and financial capacity to 
successfully entitle, manage and complete the project. We have assembled an excellent consulting team 
with the talent and enthusiasm to meet and exceed the Port's goals. 

This is a landmark site, the potential for which merits the highest caliber of urban planning and design. 
We want to assure you that, together with the Port, we can develop a project on Block 351 and its adjacent 
land that will serve as another successful model for positive improvement on the San Francisco Waterfront. 

We wish to thank the members of the Port Commission and Port staff for this opportunity. 

Yours sincerely, 

San Francisco Watertront Partners II, LLC 
By: Pacific Waterfront Partners, LLC 



Simon W.R. Snellgrove Alicia N. Esterkamp 

Principal Principal 



Executive Summary 



DEVELOPMENT ENTITY 

The 8 Washington project is being proposed by San Francisco Waterfront Partners II, LLC, 
(SFWP) a partnership between local developer, Pacific Waterfront Partners, LLC (PWP) 
and the California State Teachers' Retirement System (CalSTRS). Formed in 2000, SFWP 
has been responsible for the completion of the entitlements, historic renovation, leasing 
and ongoing operations of Piers 1 Vi, 3 & 5. PWP is an urban infill developer focused 
on complex entitlements and historic rehabilitation. With over $21 billion in real estate 
investments, CalSTRS is the largest teacher's pension fund in the country. 

DEVELOPER QUALIFICATIONS 



PWP is the Managing Member of SFWP and is a San Francisco 
based real estate development and investment management 
firm whose principals have over fifty years of real estate and 
development experience. PWP has earned a reputation for 
excellence in urban infill development and diversified portfolio 
management. We work with multi-tiered public agencies, 
institutional investors and their managers, and both private 
and public corporations. 

SFWP most recently completed the $60 million rehabilitation 
and adaptive re-use of Piers 1 1/2, 3 & 5 (The Piers). 



As the development manager, PWP's responsibilities included: 

• Securing Entitlements 

• Design and Development 

• Community Outreach 

• Construction Management and Overall Project Management 

• Historic Tax Credit Management and Oversight 

• Marketing and Leasing 

• Property Management and Ongoing Operations 

The Piers are nearly 90% leased and include reputable tenants 
including : Bloomberg SP, Renaissance Technologies, 
Geolo Capital, La Mar Restaurant, The Plant Caf6 Organic 
(formerly known as Lettus Cafe) and Chef Russell Jackson's 
Lafitte Restaurant. 



SAN FRANCISCO WATERFRONT PARTNERS, LLC | WWW.8WASHINGT0N.COM 



1.3 



THE PRINCIPALS' PARTICIPATION IN 
THE DEVELOPMENT OF RELEVANT 
PROJECTS INCLUDE: 

Piers 1 V2, 3 & 5 Historic Renovation, San Francisco, CA 

120,000 square foot historic renovation in the Ferry Building 
Waterfront Area consisting of 40,000 square feet of public 
access, including a public Port Walk, Bayside History Walk, 
public dock, water taxi landing and marina. The project 
also includes restaurants and retail and Class A office space 
(Figures 1-3). 

The Watermark, San Francisco, CA 

A 22-story residential project located in the South Beach 
waterfront area (Figure 4). 

The Bay School, The Presidio of San Francisco, CA 

PWP worked in a pro-bono capacity with the principals 
of Equity Community Builders through the Bay Schools 
non-profit Board. A 62,000 square foot campus was 
developed in the Main Post area and structured a long 
term lease with the school. The building was successfully 
adapted and reused an historic Presidio landmark, now 
known as the Bay School of San Francisco. (Figure 5). 

Embarcadero Center, San Francisco, CA 

A $350 million development including 3.2 million square 
feet of office space, 340,000 square feet of retail space and 
an 800-room Hyatt Regency hotel (Figure 6). 

Marina Square, Republic of Singapore 

A $1.2 billion mixed-use development containing the 
640-room Marina Mandarin, the 580-room Oriental 
Singapore and the 850-room Pan Pacific Hotel. The 
development contains 700,000 square feet of retail with 
4 department stores and a 4,000-car garage (Figure 7). 

The Pan Pacific (now The JW iVIarriott), San Francisco 

A 340 room luxury hotel developed in 1987 (Figure 8). 








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SAN FRANCISCO WATERFRONT PARTNERS, LLC | WWW.8WASHINGT0N.COM 



1.5 



LAND USE PROGRAM 



The 8 Washington project proposes to consolidate Block 
351 with the adjacent Blocks 201, 171 and 168 currently 
owned by the Golden Gateway Center. By consolidating 
this land, we propose to limit the most densely built por- 
tions of the development to the south of Jackson Street 
within the current zone of existing high rise apartment 
buildings, while the land north of Jackson Street will be 
reserved for public open space and recreation. This pre- 
serves views of the Bay for the residents of the Golden 
Gateway Commons and maximizes the public realm. 

The land to the South of Jackson Street would be com- 
prised of two residential buildings, eight stories in height 
and containing approximately 140-170 residential units as 
well as ground floor restaurants and retail spaces. Parking 
facilities, including a total of up to 420 parking spaces di- 
vided between 140-170 residential spaces and 90-250 
public parking spaces serving the Ferry Building Waterfront 
Area, will be contained underground and to the South of 
Jackson Street. 

The 8 Washington plan assigns 51% of the combined total 
land area to recreation and public open space. The plan 
includes connecting Jackson Street and Pacific Avenue to 
The Embarcadero with two significant public open spaces. 
The Jackson Commons is comprised of approximately 
10,000 square feet of landscaped public open space, serv- 
ing as a pedestrian and view connection between the wa- 
terfront and the Barbary Coast neighborhood, Jackson 
Square, North Beach, Telegraph Hill and Chinatown. The 
Pacific Waterfront Park contains approximately 17,000 
square feet of open space and connects the walkway from 
Sidney Walton Park to The Embarcadero directly across 
from the Pier 7 promenade. Here, the public will be able to 
recreate and enjoy unprecedented scenic waterfront vis- 
tas. SFWP has also provided an alternative for a 4,000— 
5,000 square foot restaurant on Pacific Waterfront Park, 
with outdoor seating spilling out into the park, further ani- 
mating and securing the public open space within the pro- 
ject. 



The proposed plan combining Block 351 with the adjacent 
land will result in an area greater than the area of Block 
351 being dedicated to public open space at no initial cost 
to the public and with no on-going maintenance costs to 
the City. 

The new recreation club will be located between the Jack- 
son Commons and the Pacific Waterfront Park. The club 
has been designed in Western Athletic Clubs, and features 
approximately 12,000 square feet of indoor fitness area, 
40,000 square feet of outdoor recreation space, enlarged 
recreation and lap pools with views of the Bay and four 
regulation size tennis courts. 

By consolidating Seawall Lot 351 with the adjacent parcels 
of land, the 8 Washington Street project will provide more 
value to the Port of San Francisco, the City of San Francisco 
and the overall neighborhood. While Seawall Lot 35rs 
inclusion in the 8 Washington project is not critical to its 
success, it will provide the greatest amount of public bene- 
fits, including public open space, recreation and public 
parking, all of which would be significantly diminished 
without the inclusion of Seawall 351. 



.^ 






SAN FRANCISCO WATERFRONT PARTNERS, LLC WWW.8WASHINGT0N.COM 



1.7 



PROJECT DESIGN 



The project is being designed by the San Francisco Office 
of Skidmore, Owings and Merrill (SOM). The design draws 
inspiration from the adjacent neighborhoods, the historic 
structures of The Embarcadero, the gracious collection 
of open urban spaces which surround the project, 
and the principles of contemporary and environmentally 
conscious design. 

Design Concept 

The design concept breaks down the scale of the project 
with a series of shifts in scale, creating a transition from the 
financial district and Golden Gateway to the smaller scale of 
the surrounding neighborhoods to the north and the Piers 
buildings to the east. 

The resolution and articulation of the design is the result of 
extensive discussions with neighborhood groups and Planning 
Commission staff. The design is modern but classic and 
contextual without false historicism or ornament. The bold and 
simple language of the building complements the scale and 
character of The Embarcadero without overtly historical forms. 

Materials 

Rich natural materials like limestone, wood, and bronze are 
used to coordinate with the material character of the Ferry 
Building and piers. These materials are crafted into simple, 
clean, and modern forms which are a direct result of the 
desired uses and influences of the context. Extensive glass 
areas area included where transparency and interaction with 
the public realm is appropriate. 



Neighborhood Context 

The project responds to the scale of the surrounding buildings 
by first dividing the uses into four buildings - a low-rise fitness 
club to the north of Jackson, two mid-rise residential buildings 
south of Jackson with a generous open space between them, 
and an elegant and transparent one story pavilion linking the 
residential buildings and fronting a gracious porte-cochere. The 
division of the residential component into two distinct buildings 
allows light, air, and views to pass between the buildings. The 
geometry of the two buildings resolves the triangular nature 
of the site internally, allowing each primary fagade to hold the 
street wall in a simple and strong fashion. 

Within each of the two residential buildings, the building form 
is refined and articulated to transition from the scale of the 
city block to the scale of individual residential units by dividing 
each building into a series of five simple stone forms. The 
heights of these stone forms vary, allowing setbacks above the 
7th floor to transition from the bay to the higher buildings of 
the Golden Gateway and the natural topography of the hills, 
while the wood and glass set back facades between them step 
back above the 6th floor to diminish the mass of the building 
and create a light, sculptural top to the building. The simple 
rhythm of the building allows for a deeply articulated and 
sculpted building which expresses an appropriate residential 
scale while still reinforcing the edge of The Embarcadero 
and emphasizing the grandeur of the surrounding public 
spaces. The vocabulary of the project is harmonious with 
the surrounding neighborhoods and spaces and allows the 
distinctive Beaux-Arts architecture of the historic buildings 
on the waterfront to stand apart. 



SAN FRANCISCO WATERFRONT PARTNERS, LLC I WWW.8WASHINGT0N.COM 



1.9 



CONFIDENTIAL PROPRIETARY INFORMATION NOT SUBJECT TO DISCLOSURE 



EXCHANGED PUBLIC TRUST LAND 



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SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 

January 7, 2009 

MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 



Monique Moyer j 
Executive Director 




SUBJECT: Informational presentation on Port Maritime Cargo and Warehouse Market 
Analysis 

DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 
Overview 

CBRE Consulting, Inc. and Martin Associates were retained by the Port of San 
Francisco in July 2008 to update the market assessment last prepared for the Port of 
San Francisco in 2001 entitled, "Maritime Cargo and Industrial Land Use Study." The 
updated study was commissioned in order to assist with determining the best use of the 
Port's cargo facilities for future growth. CBRE and Martin Associates were chosen 
because of their knowledge of the maritime cargo and warehouse industries; their 
principals also developed the 2001 report. 

While the original analysis included a detailed assessment of the Port's existing 
infrastructure and recommended improvements, this update focuses on the potential 
cargo markets of the Port and includes the identification of existing markets and 
projection of potential cargoes. The projections identify potential future demand for the 
Pier 80 and Pier 94/96 facilities at the Port of San Francisco. The report also includes: 



Cargo market assessment; 

Historic overview of West Coast and Northern California cargo activity; 

Assessment of existing markets currently handled at the Port; 

Current warehouse activity in the Bay Area; 

Forecasts of Port's existing cargo markets; 

THIS PRINT COVERS CALENDAR ITEM NO. 10A 



rr OF SAN FRANCISCO 



ADDRESS Pier 



Hli 



nm 



• Potential market opportunities for cargoes not currently handled at the Port; 

• Competitive position of the Port of San Francisco in relation to other Bay Area 
ports; 

• Recommended areas of focus for Port of San Francisco marketing efforts. 

The analysis includes historical cargo trends of Bay Area and West Coast ports as 
identified from sources including the Pacific Maritime Association (PMA), US Bureau of 
Census, Journal of Commerce PIERS statistics, and the Port of San Francisco. In 
addition, interviews were conducted with numerous members of the shipping 
community, including members of the Port of San Francisco Maritime Commerce 
Advisory Committee (MCAC), steamship lines, terminal operators and stevedores, 
shippers and consignees of Bay Area cargo, Port of San Francisco tenants, trucking 
operators, rail providers, freight forwarders, and auto processors. 

An assessment of San Francisco and Bay Area warehouse market is also included in 
this update. This analysis focuses on the trends in vacancy and absorption of 
warehouse space in selected competitive markets in the Bay Area. 

The study provides the port with an overview of the historical and current markets of the 
Port's key competitors, potential future opportunities, barriers to entry in specific 
markets, target markets, and areas of focus for future marketing efforts. Port staff 
intends to utilize this study to direct future marketing efforts and to guide other actions 
that will place the Port in a better position to compete for future cargo opportunities. 



Prepared by: Jim Maloney 

Maritime Marketing Manager 




PORTc 



OF 
SAN FRANCISCO 



TO: 



MEMORANDUM 

Januaf7 8, 2009 

MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 



FROM: 



Monique Moyer 
Executive Director^ 







iV^ 



SUBJECT: Status Report of Port Month-to-Month and Holdover Property Agreements 

DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 

INTRODUCTION 

On October 9, 2008, the Board of Supervisors Budget Analyst ("Budget Analyst") made 
the following recommendation in the context of his report on a proposed lease between 
the Port and Portco, Inc. for a retail lease opportunity at 360 Jefferson Street: 

"Given that, as noted above, the Port continued a month-to-month lease with 
Cory Gallery for three years and four months, from May 1 , 2005 to August 31 , 
2008, and that the Port charged Cory Gallery a monthly rent, which was 
below the fair market rate value rental rate, request the Port to provide the 
Board of Supervisors with a written report on all of the Port's existing month- 
to-month leases including the following information: (a) the monthly rent, (b) 
the location of the month-to-month lease, (c) the date on which the month-to- 
month lease became effective, (d) the name of tenant, and (e) the reason for 
the month-to-month lease." 

On December 10, 2008, the Budget and Finance Committee of the Board of 
Supervisors convened a hearing on the number, location, and effective date of, and 
reasons for leases or permits between third parties and City departments which are 
month to month, with responses from Department of Recreation and Park, Department 
of Real Estate and the San Francisco Port (File 081325). 



THIS PRINT COVERS CALENDAR ITEM NO. 11 A 



r OF SAN FRANCISCO 



FAX 415 274 0528 



WEB sfport.com 



San Francisco. CA 941 1 1 



The Board of Supervisors inquiry examined two types of Port leases: "holdover leases" 
which were initially entered for a specified term, but where the term has expired and the 
leases continue on a month-to-month basis as provided by law, and "month-to-month 
leases", which the Port initiated on a month-to-month basis with no specified term. 

At the Budget and Finance Committee hearing, Supervisor Jake McGoldrick and Budget 
Analyst Harvey Rose appeared satisfied with the Port's program to review and 
renegotiate holdover leases. However, Supervisor McGoldrick and the Budget Analyst 
raised policy questions about the Port's practice of initiating leases on a month-to-month 
basis, particularly when leases sometimes last for periods of more than ten years. 
Charter Section 9. 11 8 provides for Board of Supervisors approval of all non-maritime 
leases with a term of ten or more years or anticipated revenue of one million dollars 
($1 ,000,000.00) or more. The Budget Analyst posed the question of whether such 
month-to-month leasing had the effect of avoiding Board of Supervisors' oversight. 

This report provides an overview of Port leasing practices, describes the steps the Port 
has undertaken to address a significant backlog of holdover and month-to-month 
leases, and answers the specific questions about month-to-month leases posed by 
Supervisor McGoldrick and the Budget Analyst. This report also discusses the 
circumstances under which Port staff recommends continuing the practice of initiating 
certain leases on a month-to-month basis as an appropriate real estate practice and 
presents options for how to address the policy concerns raised by Supervisor 
McGoldrick and the Budget Analyst. 

OVERVIEW OF PORT LEASING 

Pursuant to the Burton Act, the Port is trustee, on behalf of the people of the State of 
California, of land and submerged areas of San Francisco between historic mean high 
and mean low tide, as described more specifically on the Burton Act transfer maps. 
Generally, this is a 7.5 mile area located between Aquatic Park in Fisherman's Wharf 
and Heron's Head Park near India Basin. 

The Port leases the majority of this property for purposes consistent with the public trust 
for maritime commerce, navigation and fisheries and the Burton Act trust. Such uses 
include maritime businesses, visitor-serving retail and restaurants. These leases are 
often longer-term leases with maximum terms of up to 66 years. 

Pursuant to the City Charter, maritime leases are subject to approval by the Port 
Commission in its sole discretion. Other leases such as restaurant, commercial or retail 
leases, or mixed use development projects, generating $1 million or more in anticipated 
revenue or 10 or more years in duration, are also subject to approval by the Board of 
Supervisors. 

When the Port is not leasing its land for purposes that promote the public trust for 
maritime commerce, navigation and fisheries, the Burton Act expressly authorizes 
leasing for other purposes in order to generate revenue to support the Port's trust 
consistent activities. Interim leasing, typically for shorter term durations, can be for any 



type of use consistent with underlying City zoning. Such interim leasing represents a 
significant portion of Port leasing activity, and provides an opportunity for small local 
businesses to lease property along the waterfront. 

Port Real Estate staff conducts an annual market survey to analyze current market 
rents to establish parameter rents for Port properties which are then approved by the 
Port Commission and applied equitably to new and renewing tenancies ("Monthly 
Rental Rate Schedule"). The Monthly Rental Rate Schedule sets forth a range of rates 
for different Port properties (e.g., office space at specific locations, warehouse space, 
open land). The Port Commission has delegated to the Port Executive Director the 
authority to enter into leases that are 1) not otherwise subject to approval by the Board 
of Supervisors, 2) have rental rates that fall within the approved Rate Schedule, and 3) 
meet other specified criteria (e.g., among other criteria, leases cannot include retail 
uses, cannot exceed 5 years in term, and must use the standard lease form). 

The Board of Supervisors' policy is to competitively solicit leasing opportunities, except 
where impractical or impossible (codified in Administrative Code Section 2.6-1). The 
Port's Retail Leasing Policy also requires competitive bidding, except in cases where a 
tenant is in good standing, the tenant is making a significant capital investment in Port 
property that benefits the Port, and the benefits of direct negotiation outweigh the 
benefits of competitive bidding. Due to the high volume of leases for relatively small 
leased areas for nominal rents, the Port generally does not competitively bid office, 
warehouse space, or open land leases, but instead relies on the parameter rental rate 
structure and staff delegation discussed above. In the view of Port staff, to 
competitively bid such leases would be impractical. However, where a business model 
is highly competitive and represents a major revenue opportunity for the Port (e.g., 
retail, parking, concrete batching, construction materials recycling), the Port issues a 
Request for Proposals. 

Table 1 below shows Port revenues over the last five years. 



Table 1: Port of San Francisco Financial Statement Revenues 

(in thousands) 
years Ended June 30 % Change 2007 2006 2005 2004 



2003 



Operating Revenues: 














Commercial and industrial 


14% 


36,496 


35,803 


34,791 


33,489 


32,037 


Parking 


41% 


10,514 


9,122 


8,600 


8,154 


7,466 


Cargo 


-27% 


4,152 


4,181 


5,277 


5,561 


5,659 


Fishing 


13% 


1,760 


1,609 


1,520 


1.454 


1.554 


Ship repair 


45% 


1,332 


1,105 


1,021 


867 


919 


Harbor services 


-8% 


887 


1,003 


997 


991 


967 


Cruise 


83% 


1,763 


2,065 


1,679 


1,578 


963 


Other maritime 


-2% 


1,391 


1,272 


1,206 


1,319 


1.413 


Other 


-17% 


2,898 


2.428 


2,428 


3,289 


3.489 


interest Earnings 


138% 


4,223 


2.993 


1,698 


1,080 


1,774 


Total Operating Revenues 


16% 


65,416 


61.581 


59,217 


57,782 


56,241 


Real Estate 


19% 


47.010 


44.925 


43.391 


41.643 


39.503 


Maritime 


-2% 


11,285 


11.235 


11.700 


11.770 


11.475 


Other (excluding interest) 


-17% 


2,898 


2.428 


2.428 


3.289 


3.489 




61,193 


58.588 


57,519 


56.702 


54.467 



The Port currently has 21 million square feet of leasable space and enjoys an average 
2% vacancy rate. 

HOLDOVER LEASES 



In the fall of 2007, during consideration of another Port lease pending before the Board 
of Supervisors for a lease renewal for the Java House Cafe in South Beach, the Budget 
Analyst raised the issue of Port holdover and month-to-month leasing. In response to 
the Budget Analyst's comments, the Port examined the number and type of leases that 
were otherwise in good standing, but holding over on a month-to-month tenancy after 
the initial term had expired. 

The results of that review highlighted a weakness in the Port's real estate portfolio. As 
of September 17, 2007, the Port had 587 leases. Excluding leases that were currently 
under negotiation and leases at development sites, 162 of the Port's leases were on 
holdover status where the original term of the lease had expired. The problem with this 
finding is that in the event of an economic downturn (such as the one the country is now 
facing), the stability of the Port's revenue base could be at risk. 

By comparing existing lease rates to the September 2007 estimates of market rates for 
each subject facility. Port staff estimated potentially significant revenue increases if the 
Port could enter into new term agreements with this pool of tenants, while maintaining 
the Port's low vacancy rate. 



The reasons for the size of the backlog of holdover leases are not fully known, but Port 
staff suspects the following are the principal causes: 

• due to the deteriorating condition of many Port facilities, the Port deploys more 
property managers to day-to-day management of facilities than to leasing; and 

• in the late 1990's, the Port engaged in an aggressive interim leasing program to 
increase its revenues, but made no provision for increased staffing to renew 
these leases when they expired. 

Regardless of its causes, the backlog represents a significant challenge for the Port. In 
late 2007, in consultation with the Mayor's Office, members of the Board of Supervisors 
and the Department of Real Estate (DRE), the Port developed a strategy for renewing 
or competitively bidding these lease opportunities. 

HOLDOVER LEASE PROJECT 

Since January 2008, in conjunction with DRE, the Port has implemented the plan 
described below to competitively bid and/or renew a lease with the existing tenant 
currently on holdover status. 

Rather than add new positions to the Port's budget or solicit services of a real estate 
company, the Port developed and negotiated an MOD with DRE to provide staffing 
assistance in this effort. The negotiated terms of the MOD provide the Port with 1 Real 
Property Officer (4140) and 1 Principal Real Property Officer (4143) for six months in FY 
2007-08 and a 1 Principal Real Property Officer full-time during FY 2008-09. 

The terms of the MOU provide for Port reimbursement of DRE staff costs plus any 
contractual increases pursuant to employee labor agreements, with an incentive 
payment mechanism in lieu of DRE employee overhead costs. The incentive payment 
mechanism is structured as 10% of the incremental rental amounts the Port is able to 
charge tenants pursuant to leases completed by DRE employees for each of the first 
two years of the new lease terms (a completed lease means a fully executed and 
effective lease or an effective rent increase letter). For example, if at the end of DRE's 
efforts on the Holdover Project, the Port earns $1 million in additional revenues from all 
of the leases completed by DRE staff, DRE will receive 10% or $100,000 annually for 
two years for a total of $200,000. 

The additional assistance provided by DRE staff on the holdover leases enables 
existing Port staff to continue marketing vacant Port property and negotiating new 
leases. For example, the Port's two-person leasing staff has been executing 
approximately six leases per month bringing many new tenants to the Port resulting in 
vacancy rates below those of nearby comparable private sector properties. The 
temporary assistance of DRE staff allows Port staff to continue its own successful 
marketing and leasing effort while facilitating the renewal of the holdover leases. 



In addition to the immediate revenue opportunity, DRE staff's concentrated effort to 
renew the holdover leases will serve to replace often inferior liability provisions of older 
leases with the Port's updated form of lease which has new and enhanced protections 
for hazardous material indemnification, environmental remediation, insurance coverage 
and property maintenance obligations among others. Also, the new form of lease 
contains recently adopted City ordinances including Health Care Accountability, Green 
Building and First Source Hiring. 

Proiect Staffing 

Project Coordinator: Port Development Coordinator 

Staffing: DRE Principal Real Property Officer 

DRE Real Property Officer 
Port Feasibility Analyst 
Port Regulatory Specialist 
Port Real Estate Administrative Staff 
Deputy City Attorneys 

Holdover Lease Proiect Progress Report 

The Project Team prioritized holdover lease renewals with existing tenants based on 
revenue potential. Of the original 162 holdover leases, the top 91 with the highest 
increased revenue potential have been assigned to Port/DRE staff and have been 
completed and/or are in active negotiations. In summary: 

• 18 new, market rate leases with existing tenants have been executed; 

• 18 holdover leases were increased to market rate (where the tenant was either 
non-responsive or not interested in a new term lease); 



• 



8 tenants were terminated by the Port or chose to terminate their leases with the 
Port; 



• the remaining 47 assigned leases are in process. 

Existing Tenants Not Interested in New Leases 

The Port/DRE team provides options to existing tenants, but continuing on holdover 
status indefinitely is not an option. The minimum term lease the Port offers is a 3-year 
term. If the tenant is not interested in a 3-year term lease, the Port increases the rent to 
current market rates provided by the Monthly Rental Rate Schedule and continues the 
holdover lease on a month-to-month tenancy while simultaneously making the premises 
available to prospective tenants interested in terms exceeding three years. 



Leasing Steps 

1 . Prior to renegotiating a lease, obtain and review lease applications (unless an 
approved application has been submitted within prior two years). 

2. Perform a credit check and related financial due diligence. 

3. Review facility condition and capital plan needs. 

4. Negotiate new lease terms based on parameter rental rate structure. 

5. Submit proposed lease for Port interdivisional (weekly "Pipeline" meeting) lease 
review; evaluate need for and review permit applications; perform required 
disclosures. 

6. Document the new lease, including premises maps, with City Attorney oversight. 

7. Review insurance documentation. 

8. Prepare Port Commission staff report (if required). 

9. Prepare Board of Supervisors submittals (if required). 

10. Execute lease, prepare Real Estate file and input to Propworks. 

1 1 . Random post-lease execution audits to determine accuracy. 

12. Establish ongoing monitoring for compliance with lease covenants. 

As described below, the Holdover Lease Project has been expanded to include a review 
and renegotiation of selected month-to-month leases - particularly those that have been 
in existence for more than ten years. 

MONTH-TO-MONTH LEASES 

While the Port prefers to enter into term leases (e.g., three or more years) as a way of 
maintaining a stable revenue base, sometimes this strategy does not fit particular 
leases (typically, low-revenue uses of small properties) or locations, in which case the 
Port relies on month-to-month leases as part of its overall real estate strategy. As 
implied by its name, a month-to-month lease has no fixed term binding the parties, and 
can be terminated by either party on 30 days' written notice. Month-to-month leases are 
typically brought to market rents even if the tenant(s) does not wish to enter into a term 
lease. 

The Port uses this month-to-month leasing strategy when a facility is transitioning to a 
development project or requires major capital improvements. In these cases, the 
planning, funding and development entitlement process is of uncertain length: required 
financing and approvals can take literally years to obtain. 

In multi-tenanted facilities (e.g., most of the Port's finger piers) where development is 
planned and under negotiation, the uncertain timeline for development creates a two- 
fold disincentive to enter new term leases. First, offering term renewals and attracting 
new term tenants to such facilities is hampered by the uncertain timeline leading up to 
development project construction. Second, the Port seeks to reduce potential liabilities 
commonly associated with terminating and vacating existing term leaseholds so as not 
to jeopardize the site delivery requirements of a development agreement. 



-7- 



I 



One example of month-to-month agreements includes existing tenants at Piers 27-31. 
Until recently, the Port was in exclusive negotiations for mixed use development of this 
site, first with the Mills Corporation, and subsequently with a team comprised of the 
Shorenstein Properties and Farallon Capital Management. Such month-to-month 
leasing activity is also occurring at Piers 15-17, the future home of The Exploratorium (a 
project which is still subject to approval by the Port Commission and the Board of 
Supervisors). 

While the Port is principally focused on renewing holdover leases through the Holdover 
Lease Project described above, the Budget Analyst requested information pertaining to 
all month-to-month leases at the Port. Appendix A contains a list of month-to-month 
leases. In response to questions raised at the December 10, 2008 Budget and Finance 
Committee hearing. Port Real Estate staff has reviewed this list of 149 agreements and 
made an effort to identify the reasons why each was initially executed on a month-to- 
month basis or is currently on month-to-month status. 

The month-to-month agreements listed in Appendix A fall into the following categories: 

28 are Fishing Gear Storage Licenses; 

14 are agreements within active development project areas; 

12 are Berthing and Ferry Landing Agreements; 

1 1 are seasonal Sidewalk Encroachment Permits; 

5 are easements for public utilities; 

1 is for rolling stock (Port locomotives); 

1 is an Exclusive Negotiation Agreement pursuant to an RFP; 

19 are unique documents for special situations (operation of an ice machine at 

the Pier 45 Fish Processing Center, a fueling license, a kayak ramp, 

unresolved/ongoing litigation, monitoring well access, operation of an industrial 

truck scale, etc.); and 

• 54 have been renegotiated, are in negotiations or are under review prior to 
assignment to Port staff as part of the Holdover Lease Project. These include 
month-to-month agreements older than ten years that were the focus of 
discussion at the December 10, 2008 Budget and Finance Committee hearing. 

CONCLUSIONS 

• The Port/DRE team will continue ongoing efforts to reduce the current number of 
holdover and month-to-month leases and negotiate lease renewals at market 
rates. 

• For those current holdover and month-to-month tenants that prefer terms of less 
than 3 years, the Port will adjust the lease to the Monthly Rental Rate Schedule 
while simultaneously making these sites available to tenants seeking terms of 3 
years or more. 



■8- 



• The Port will automate the processes whereby tenants with leases nearing 
expiration are notified of their pending status and presented with lease renewal 
options. 

Looking beyond the current list of holdover and month-to-month leases, the Port will 
maintain a standing MOU with DRE for leasing services to provide assistance when 
future leasing workload indicates temporary third party assistance is needed. 

ADDITIONAL POLICY CONSIDERATIONS 

As stated above, Supervisor McGoldrick and the Budget Analyst appeared satisfied with 
the Port's program to review and renegotiate holdover leases at the December 10, 2008 
Budget and Finance Committee hearing. They expressed concern about month-to- 
month leasing practices, especially in the context of Charter Section 9.1 18. Port staff 
suggested that a review of Port month-to-month leases and a policy discussion about 
month-to-month leases with the Port Commission would be appropriate next steps. 

Port staff offers the following observations to Inform the Port Commission's deliberation 
on this topic. Port policy is to charge market rent for month-to-month agreements, 
consistent with the Port Commission's approved Monthly Rental Rate Schedule. Port 
staff is instituting market rate rent increases pursuant to the holdover and month-to- 
month leasing project outlined in this report. 

Port staff suggests that month-to-month leasing is an appropriate real estate strategy 
under the following conditions: 

1 . To obtain interim revenue when the Port Commission has directed Port staff to 
issue a competitive solicitation or enter sole source or exclusive negotiations for 
leasing or development of a specific Port property or the Port Commission plans 
a capital project at a facility that will require tenant relocation. Under these 
circumstances, entering term agreements with new tenants has the potential to 
frustrate clearing the property in anticipation of the start of construction. 

2. For storage agreements, including fish gear storage, not to exceed $2,500 per 
month. Due to the transient nature of storage activities and the modest rent 
obtained from such leasing, term agreements are difficult to market and provide 
insignificant financial benefits. 

3. For parking spaces, except for parking lots. Parking needs change for any given 
tenant over time and the Port has limited parking resources to allocate to its 
tenants, so flexibility in the allocation of these spaces is appropriate. 

4. For use of public rights of way. The Port has numerous agreements for the use 
of public rights of way, including utility easements, curb space (bus parking, etc.), 
berthing space (not connected to a long-term leased premises), and sidewalk 
encroachment space (e.g., on Jefferson Street). Given the public orientation of 
this type of space, term agreements are not appropriate for public rights of way. 

-9- 



5. For use of, or access to, Port-owned equipment. 

6. To allow structural, geotechnical or environmental investigation of Port property. 

7. For other short-term agreements, such as for construction lay-down purposes, 
where the precise duration of the activity is unknown, but staff finds that a term 
lease of three or more years is impractical. 

To be responsive to the Board of Supervisors, Port staff recommends submitting to the 
Budget Analyst this review of the 149 month-to-month leases (which were the subject of 
discussion at the December 10, 2008 Budget and Finance Committee hearing). 

Answering the Budget Analyst's concerns regarding month-to-month leases and Charter 
Section 9. 1 1 8 is somewhat more complicated. Charter Section 4.114 empowers the 
Port Commission with the power and duty to use, conduct, operate, maintain, manage, 
regulate and control the Port area of the City and County of San Francisco. Charter 
Section 9.1 18 does not preclude the Port Commission from authorizing month-to-month 
leases and licenses, even if such agreements continue on a month-to-month basis for 
more than ten (10) years. 

One possible option for answering the policy questions raised by Supervisor McGoldrick 
and the Budget Analyst would be to request that the Board of Supervisors concur with a 
Port Commission policy describing the conditions under which month-to-month property 
agreements are appropriate (such as those conditions enumerated above). Such a 
policy could also include a trigger date for month-to-month leases prompting Port staff 
to negotiate term leases with Port tenants if they continue to lease on a month-to-month 
basis for a period longer than a limit specified by the Port Commission (e.g., 5 years). 



Prepared by: Brad Benson, Special Projects Manager 

Phil Williamson, Development Project Coordinator 
Marilyn Yeh, Principal Administrative Analyst 



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PORTo^ 

SAN FRANCISCO 



MEMORANDUM 

Januarys, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyer ia.* 

Executive Director ^JA.jO.fi'^ 



SUBJECT: Request approval of an Amendment to the Port's Lease Termination 
Policy 

DIRECTOR'S RECOMMENDATION: Approve Resolution ^_^ 

INTRODUCTION 

The current economic climate has prompted Port staff to review the Port policies 
regarding termination of leases and licenses and rent collection. This staff report 
describes these policies and recommends an amendment to the Port policy regarding 
termination of leases and licenses. 

LEASE TERMINATION POLICY 

On January 27, 1988, the Port Commission authorized staff to terminate Port leases 
under conditions enumerated in Port Commission Resolution No. 88-16 (see Appendix 
A). Port staff may terminate leases and licenses under the following conditions: 

1 . Long-Term Leases. Port staff may terminate a long-term lease in accordance 
with any termination provisions contained in the lease, including non-payment of 
rent or other default not cured within the period provided. 

2. Month-to-Month Agreements. Port staff may terminate a month-to-month 
agreement (lease or license) where staff determines that the property is no 
longer suitable for the subject use, the property is required by the Port or another 
tenant for another use, the occupant has violated any agreement terms, or 
termination is brought about by a bankruptcy court, unlawful detainer action or 
other operation of law. 

THIS PRINT COVERS CALENDAR ITEM NO. 11B 



OF SAN FRANCISCO 



FAX 415 274 0528 W6B sfport,com_ 



REAL ESTATE COLLECTION POLICY 

The Real Estate Collection Policy (Appendix B) contains a description of the following 
major policies and procedures, which may vary with respect to individual leases: 

• Rent is typically due on or before the first day of the month and is delinquent on 
the second day after rent becomes due. 

• As a courtesy to tenants, the Port may provide written notice regarding past due 
charges (but has no obligation to do so). If the tenant has not paid rent within 
five days of when rent is due, the Port will send a Delinquent Notice on or about 
the tenth day after rent is due. 

• The Port typically assesses Late Charges calculated at an annual rate of 10% on 
delinquent amounts. Unless an agreement specifies otherwise, Late Charges are 
imposed after the fifth day rent is due, and are calculated from the date rent first 
became due. 

• The City Attorney's Office may serve a Three-Day Notice to Pay Rent or Quit on 
the tenant in possession of a leased premises shortly after the delivery of the 
Delinquent Notice if not all delinquent amounts are paid. If the tenant does not 
pay in full within the Three-Day Notice period, the City Attorney's Office may 
serve the tenant with a Complaint for Unlawful Detainer^ 



• 



The extension or expansion of a tenant's lease will not be approved if the tenant 
is in default or is a Habitual Late Payer. A Habitual Late Payer is a tenant who 
has twice received two or more written notices of monetary default, or has 
received three or more written notices of default (whether monetary or non- 
monetary) within a twelve month period. 

DISCUSSION 

Unfortunately, the current economic climate may result in business failures among Port 
tenants. The Port is interested in the success of its tenants: while reserving its rights as 
a landlord under Port leases and the law, the Port often works with tenants in distress to 
amicably resolve disputes and/or lease defaults. 

Past experience indicates that the Port is better served by enforcing its property rights in 
a timely manner rather than getting involved in protracted bankruptcy disputes. To that 
end, Port staff attends a monthly Accounts Receivable meeting consisting of 
representatives of the Real Estate and Finance and Administration Divisions and the 
City Attorney's Office to ensure that prompt action is taken to collect past due rent. 



^ For tenants not in possession of leased premises, the Port will send a Notice of Belief of Abandonment, 
typically followed by a Small Claims Court action or a Complaint for Breach of Contract. 



Based on consultation with commercial real estate industry representatives such as the 
San Francisco Chapter of the Building Owners and Managers Association, Port staff 
believes that there are limited circumstances where early termination of a lease or 
license in exchange for payment or other consideration made by the tenant may be 
preferable to a bankruptcy proceeding, particularly for short-term tenancies paying a 
modest monthly rent. Such early termination should be preceded by inspection of the 
leased premises, independent verification of a tenant's financial condition, and a 
determination that early termination is in the Port's best interests. 

RECOMMENDATION 

Port staff recommends amending Port Commission Resolution 88-16 to provide the Port 
Executive Director with the authority to terminate leases and licenses to use Port 
property with a term of less than five years and with a monthly rent not to exceed ten 
thousand dollars ($10,000.00), where the Executive Director finds the lease or license is 
no longer in the Port's best interest and where Port staff negotiate a return of the 
premises to the Port on terms and conditions that benefit the Port. 

Prepared by: Brad Benson, Special Projects Manager 



-3- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-04 

WHEREAS, Charter Section 4.1 14 empowers the Port Commission with the power and 
duty to use, conduct, operate, maintain, manage, regulate and control the 
Port area of the City and County of San Francisco; and 

WHEREAS, by Resolution 88-16, the Port Commission delegated to Port staff its 

authority to terminate rental agreements in cases where any one of the 
following conditions are met: 

(1) In the case of long term leases, in accordance with any termination 
provisions contained therein; 

(2) In the case of month-to-month tenancies, at any time staff has 
determined that : 

(a) the property is no longer suitable for the use for which it was 
licensed; 

(b) the property is required for another use either by the Port or by 
other tenant(s); 

(c) the tenant has violated any of the terms of its occupancy; 

(d) termination is brought about by operation of law (e.g. by order 
of a bankruptcy court); and 

WHEREAS, in limited circumstances, early termination of a lease or license by mutual 
agreement may be preferable to the expenditure of Port staff and City 
Attorney resources to recover Port property and delinquent rent through 
bankruptcy proceedings; now, therefore, be it 

RESOLVED, that the Port Commission hereby delegates its authority to the Port 

Execute Director to terminate by mutual agreement leases and licenses 
with a remaining term of less than five years and monthly rent not to 
exceed ten thousand ($10,000.00) where all the following conditions are 
met: 

(1) Port staff has independently verified the tenant's financial condition; 

(2) Port staff has inspected the subject property, made a record of the 
condition of the property and documented any unfulfilled tenant 
obligations for maintenance, repair, tenant improvements, removal of 
personal property and/or restoration of the premises; and 



Resolution No.09-04 
Page 2 



(3) The Port Director determines in her/his sole discretion that early 
termination of a lease or license in exchange for payment or other 
consideration made by the tenant is in the Port's best interests. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of January 13, 2009. 



Secretary 



APPENDIX A 

Delegation to Staff of Lease/License Termination Authority 
Port Commission Resolution 88-16 



city flnd County of San Franuiaeo 

SAN FRANCISCO PORT COMMISSION 

AGENDA SUMMARY SHEET 



subject: Delegation to Staff of 

Laase/LicenBa Termination 
Authority 



Submitted byi Dorothy SohinUca 

Commercial Property Manager 



^ 



Meeting Data; .January 21, 1 988 
ABOnda Item No; ^9 
Rea.No? BS-16 





AGENDA CLASSIFICATION 


_^_____ Bxeoutlva Dlraetor'a Report 


Enqineering & Malntonanea 


PInanoe & Administration 


piflnning a RaBaarch 


yy 


^Commerolol Property 
Marltlmo 


...Lflfloi 


"' 


.— Othflr 







background; 

Included in the Powers and Duties of the Port commlSGlon, 
ae provided In Saotion 3.5B1 of the City Charter, are the powers 
to grant [3.581(f)J and adiDlnlster [3.B81(g)] leases, licenses 
and other privileges. Although It haa been the practice of the 
Coamlsalon to formally approve the granting of leaaes and 
licensee, the terolnatloh of same haa been hlatorlcally handled 
by staff, through tha City Attorney's office. In acoordance with 
the provlslona of each auoh agreement. For eieanple, when a 
long-term lease Is terminated by the Port for reasons of 
default, monetary or otherwise, the staff, through the City 
Attorney's office, has taken whatever steps the lease provided 
to recover the property, without the necessity of formal action 
by the jCommlselon. It has been our position that In thm 
approval of the lease contalnlhg those provisions, tha 
Commies ion had already approved termination of the leaser under 
those conditions. Likewise, if a month-to-montb tenancy 
(license) were to be terminated by the Fort for any reason, a 
30-day notice to quit was sent by the City Attorney's office on 
the request of the Property department, pursuant to Section 2 of 
tha license form. 

Our legal department has recently informed ua that It Is 
their opinion that these agreements should not be terminated 
without Commission action linleas the Commission formally 
delegates this power to staff. In their opinion, this power has 
already been delegated to etaff in tha case of monetary Issues 
(including habitual late payment) by this, Commission's adoption 
of the Port's collection policy. However, they advise tit.at 
staff has no such power In cases of termination for non-t.*.onetary 
reaaons. 

COKTINUEO ON NSXT PAGB 
RECOMMENDATION: 

Adopt the attached resolution delegating to staff the authority 
to texminate rental agreements under conditions listed above. 



EXECUTIVE DIRECTOR'S 
RECOMMENDATION 



oJ 



^j> 




COMMISSION ACTION 
REQUIRED ■■ 



XX 



.Motion 
.Resolution 
.Ordlnanoe 
.Information Only 



COMM. ACTION TAKEN 

Daie..!.*:::?^!.":.' 
Approved 
Disapproved . 






Continued •>• 




Delegation to Staff of 
Lease/License Termination Authority 
January 27, 193S 

There are several reasons why we believe it is important 
to continue operatii^g within the existing policy framework. In 
many termination cases time is of the essence and quick action 
is necessary to minimize losses. Further, our licenses state, 
in section 1. that they are made "for a period of time no longer 
than may be terminable upon thirty (30) days previous written 
notice to the party using said space." The requirement of prior 
Commission approval would effectively lengthen the ?ort*s 
"notice" period (before legal action could be instituted) , to 
40-60 days, allowing for calendaring delays and for 30-day 
notice after Commission action. The tenant, on the other hand, 
would still be able to terminate at its option with simple 
30-day. notice to the Port. 

We therefore request that this Commission delegate to 
staff the power to terminate tenancies under any of the 
following conditions: 

(1) In the case of long term leases, in accordance with any . 
termination provisions contained therein; 

(2) In the case of month-to-month tenancies, at any time staff 
has determined, at its discretion that: 

(a) the property is no longer suitable for the use for 
which it was licensed; 

(b) the property is required for another use, either by 
the Port or by other tenant (s); 

(c) the tenant has violated any of the terms of its 
occupancy; 

(d) termination is brought about by operation of law 
(e.g. by order of a bankruptcy court). 



CITY AND COUNTY OF SAN FRANCISCO 

SAN FRANCISCO PORT COVMISSION 

RS SOLUTION NO. 3 S- 15 



WHEREAS, this Commission Is granted by City Charter Section 3.531 
the exclusive powers, among others, to grant and administer 
leases, franchises, permits, licenses and privileges for such 
development and use as will yield maximum profits to be used in 
furtherance of commerce and navigation; and 

WHEREAS, this Commission has determined that it is in the best 
interest of the Port , for reasons of expediency and maximizing of 
profits, to delegate to staff its authority to terminate rental 
agreements in certain cases; now, therefore, be it 

RESOLVED, that this Commission hereby delegates to staff its 
authority to terminate rental agreements in cases where any one 
of the following conditions are met: 

(1) In the case of long term leases, in accordance with any 
termination provisions contained therein; 

(2) In the case of month-to-month tenancies, at any time staff 
has determined that : 

(a) the property is no longer suitable for the use for vjhich 
it was licensed; 

(b) the property is required for another use, either by the 
Port or by other tenant (s); 

(c) the tenant has violated any of the terms of its 
occupancy ; 

(d) termination is brought about by operation of law (e.g. 
by order of a bankruptcy court) . 

I HEREBY CERTIFY that the foregoing Resolution was adopted by the 
San Francisco Port Commission at its meeting of January 27, 1988. 




Ow^^a^aa^ 





Secretar, 




N-3045T 



APPENDIX B 

PORT OF SAN FRANCISCO 
REAL ESTATE COLLECTION POLICY 



The policies described herein may not apply to all agreements. The terms of 
agreements should be reviewed for applicability. 



I. POLICY STATEMENTS 

A. Rent is due on or before the first (1^^) day of the month, in some instances 
another date may be specified in specific leases, and is delinquent on the 
second (2"^) day after rent becomes due. 

B. Late charges will be imposed on delinquent amounts as of the sixth (6*^) day 
following the due date. In some instances, another date may be specified in 
specific leases. 

C. The Port as a courtesy to tenants may provide written notice regarding past due 
charges but has no obligation to do so. The Port may not provide notices to 
tenants for future rent/charges due. 

D. The extension of a tenant's lease or the leasing of additional Port space will not 
be approved by the Port should tenant be in default or be a Habitual Late Payer 
as defined in Section V.C. herein. 

E. All tenants are encouraged to contact their respective Property Manager when 
payment will not be made when due. 



II. DELINQUENCIES 

DELINQUENT NOTICE 

If the tenant has not paid rent within five (5) days of when rent is due, the Port will 

send a Delinquent Notice on or about the tenth (10*^) day after rent is due. 

A. TENANT IN POSSESSION OF LEASED PREMISES 

1. THREE-DAY NOTICE 

The City Attorney's Office may serve a Three-Day Notice to Pay Rent or 
Quit on the tenant shortly after the delivery of the Delinquent Notice if not a! 
delinquent amounts are paid. 

2. COMPLAINT FOR UNLAWFUL DETAINER 



Port of San Francisco 

Real Estate Collection Policy Page 1 of 4 August 2006 



If the tenant does not pay in full within the Three-Day Notice period, the City 
Attorney's Office may serve tenant with a Complaint for Unlawful Detainer. 

B. TENANT NOT IN POSSESSION OF LEASED PREMISES 

1. NOTICE OF BELIEF OF ABANDONMENT 

If the tenant has not expressly given notice that tenant has vacated the 
leased premises, the Property Manager will send a Notice of Belief of 
Abandonment to the tenant. If the tenant fails to respond, Port may dispose 
of the tenant's property in accordance with the California Civil Code. 

2. SMALL CLAIMS COURT 

If the total balance due on the vacated tenant's account(s) is less than the 
current statutory amount to file such action, the City Attorney's Office will file 
and serve a Small Claims Court action against the tenant. 

3. COMPLAINT FOR BREACH OF CONTRACT 

When the tenant is not in possession of leased premises and the total 
balance due exceeds the statutory amount for Small Claims Court, the City 
Attorney's Office will file a Complaint for Breach of Contract. 

4. JUDGMENT AGAINST TENANT 

If the Port obtains a money judgment in its favor, the City Attorney's Office 
will enforce the judgment to obtain any assets that the tenant may have. 



in. SECURITY DEPOSITS 

A. TYPES OF DEPOSITS 

All new agreements require that security deposits be in the form of cashier's 
checks, money orders, or checks subject to verification of sufficient funds, or 
other forms acceptable to the Port. Third-party checks are not acceptable. 
Possession of leased premises will not be conveyed until a fully cleared deposit 
is on file. The Port may require, on a case-by-case basis, additional deposits to 
be made by the tenant to secure obligations other than the payment of rent. 

B. INTEREST INCOME 

The Port has no obligation to place any deposit in an interest bearing account, 
and the Port will not remit to the tenant interest earned on any deposit. 

C. AMOUNT OF DEPOSIT 

All new agreements will require the security deposit to be an amount at the 
Port's discretion of not less than two (2) months' rent. Security deposits in an 
amount greater than two (2) months' rent will be set in accordance with credit 

Port of San Francisco 

Real Estate Collection Policy Page 2 of 4 August 2006 



history and/or as determined by the Deputy Director of Real Estate or his/her 
designee. 

D. RETURN OF SECURITY DEPOSITS 

At the expiration or earlier termination of a lease and the vacation of the leased 
premises by tenant, the Port will return the unused balance of the security 
deposit subject to deductions for repairs, outstanding rent, outstanding bills, 
other costs arising from tenant's use of the leased premises that landlords are 
permitted to deduct under the lease and California law. 



IV. LATE CHARGES 

A. Late Charges are used to compensate the Port for the loss of use of the 
delinquent amounts and to reimburse the Port for the administrative costs it 
incurs to collect these delinquent amounts. Late Charges are calculated at an 
annual rate of 10% on delinquent amounts or a minimum charge of $35.00, 
whichever is greater, unless otherwise specified in the lease. 

B. Late Charges will be imposed after the fifth (5*^) day rent is due, unless 
otherwise specified in the lease. 

C. Late Charges will be calculated from the date on which rent first became due. 



V. MISCELLANEOUS 

A. PERCENTAGE RENT 

in leases where percentage rent is applicable, a charge is assessed when the 
tenant fails to submit his/her percentage rent report and any percentage rent 
payment as provided in the lease. The charge will be calculated based on the 
greater of 1 % of the Minimum Base Rent or 1 % of the Percentage Rent (using 
an average of the prior six months), and shall not be less than $100.00 unless 
otherwise specified in the lease. 

B. NSF CHECKS 

A charge of $50.00, which may be increased from time to time, is assessed on 
checks returned to the Port due to non-sufficient funds pursuant to the San 
Francisco Administrative Code. Payment for the NSF check and the charge 
must be made by cash, money order or cashier's check. Payment by NSF 
check is considered non-payment of rent and therefore subject to Late Charges. 



Port of San Francisco 

Real Estate Collection Policy Page 3 of 4 August 2006 



C. HABITUAL LATE PAYER 

1 . A tenant will be notified in writing by the Port that the Port considers him/her 
a habitual late payer for either of the following reasons: 

a. The tenant has twice received two (2) or more written notices of 
monetary default (i.e. failure to pay rent), or 

b. The tenant has received three (3) or more written notices of default 
(whether monetary or non-monetary) within a twelve (12) month 
period. 

2. A penalty charge of $50.00 will be assessed upon notification of Habitual 
Late Payer status. 

3. If the tenant is a habitual late payer, the Port may require that the tenant 
enter into direct electronic payment arrangements and may require 
payments to be made on a quarterly basis. 

D. PAYMENT APPLICATION 

1 . All payments will be applied against the oldest outstanding invoice first 
unless otherwise indicated by tenant. 

2. The date payment is received by the Port is the date used to determine if a 
payment is late. 



Port of San Francisco 

Real Estate Collection Policy Page 4 of 4 August 2006 



i 

PORTo^ 

SAN FRANCISCO 

MEMORANDUM 

January 7, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberiy Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 

FROM: Monique Moyer ^AAV^^ 

Executive Director ^ 

SUBJECT: Request Authorization to Advertise a Request for Proposals (RFP) 

Soliciting Coastal and Civil Engineering Design Services for the Mission 
Bay Shoreline Protection for Bayfront Park Project 

DIRECTOR'S RECOMMENDATION: Approve Resolution 

INTRODUCTION 

Port staff request the Commission's authorization to advertise a Request for Proposals 
(RFP) soliciting coastal and civil engineering design services for Mission Bay Shoreline 
Protection work (Project) for a future park (Bayfront Park) to be developed by 
Prologics/Catellus Development Corporation (Catellus). The parcel is owned by the 
Port of San Francisco and is leased to the Redevelopment Agency for the term of the 
Redevelopment area. The proposed RFP will seek engineering consulting services to 
field investigate, analyze, evaluate, design, assist in making presentations before 
stakeholders, prepare bid documents, develop a cost estimate and construction 
schedule, provide construction support, and perform other engineering work as required 
to complete the Mission Bay Shoreline Protection work for the Bayfront Park. 

This work cannot be performed by staff due to the coastal engineering expertise 
requirement which Port staff lack. The project cannot be contracted out under existing 
as-needed contracts because the level of effort is expected to cost more than the 
$200,000 threshold limit imposed by Section 6.64 of the San Francisco Administrative 
Code. It is anticipated that the proposed contract will have duration of about 20 months 
commencing in May, 2009 to December 2010. 



This Print Covers Calendar Item No. 12A 



OF SAN FRANCISCO 
















FAX 415 274 0528 









BACKGROUND 

This proposed Mission Bay Shoreline Protection Project for future Bayfront Park is 
located in San Francisco's Mission Bay area, east of Terry Francois Boulevard. The 
Project will rebuild approximately 1000 linear feet of bay shore and slope from the Pier 
52 Parking Lot to Agua Vista Park, to allow Catellus to develop and construct Bayfront 
Park to the water edge. 

The Project will be funded by the 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond (the "2008 GO Bonds"), which was passed by San Francisco voters on 
February 5, 2008. The 2008 GO Bonds identified a total amount of $22,100,000 for 
Blue-Greenway Projects, which includes the Mission Bay Shoreline Projection Project 
for Bayfront Park. The Project scope includes demolition and removal of existing 
unstable structures, repair of existing seawall, and rebuilding a stable shore slope with 
rip rap for wave protection. The Project might provide 3 to 4 lookouts if the lookout 
construction can be installed within the allocated budget. 

On July 8, 2008 the Port Commission approved $431,063 for the engineering and 
design service for the Project in the first issuance of the 2008 GO Bonds that took place 
in August 2008 (Resolution No. 08-58.) 

Per Mission Bay South Interagency Cooperation Agreement, signed by the City and 
Redevelopment Agency of the City and County of San Francisco dated November 16, 
1998, the Port is responsible for the reconstruction or rehabilitation of the existing 
seawall. 

SELECTION PROCESS 

Port staff proposes to procure the engineering design services for the Project through a 
formal, fair and competitive process. Port staff will convene a selection panel to 
evaluate proposals and score the most qualified firm meeting the RFP criteria. The 
panel will consist of at least one Port staff member and three non-Port representatives. 
The process will be facilitated and monitored by the Port's Contract Manager as well as 
its Human Rights Commission (HRC) Contract Compliance Officer. 

The final evaluation and recommendation shall be based upon a combination of the 
proposal and interview scores which will each carry a 50% weight in the evaluation 
process. 

Local Business Enterprise (LBE) Subconsulting Goal 

The Port's HRC Contract Compliance Officer has established an 18% LBE 
subconsulting goal for this proposed contract. In order to be eligible for contract award, 
each firm responding to the RFP must either meet the 18% LBE subconsulting goal or 
demonstrate a good faith effort to meet the stated goal. In addition, firms competing for 
this RFP must demonstrate non-discrimination in their selection of subconsultants. 



-2- 



The Port will incorporate into its advertising, additional outreach efforts to local minority 
and women owned businesses. 

SCHEDULE 

On January 5, 2009, Port staff received Civil Service Commission approval to procure 
these services through a consulting contract. 

Activity Target Date 

Port Commission Authorization to Advertise January 13, 2009 

Commence RFP Advertisement* January 29, 2009 

Pre-submittal Meeting February 12, 2009 

Proposal Due Date March 5, 2009 

Interviews March 19, 2009 
Port Commission Authorization to Award Contract April 14, 2009 

*The RFP will be advertised using the following resources: 

• Human Rights Commission Directory of Certified Local Business Enterprises 

• City and County of San Francisco Office of Contract Administration website 

• Port of San Francisco "Doing Business with the Port" webpage 

• Plan Rooms (Builder's Exchange, Contractors Information Network, etc.) 

• Newspapers (SF Examiner and Small Business Exchange) 

• Various MinorityAA/omen Business and Professional Associations 

FUNDING 

The proposed consulting services are estimated to cost approximately $400,000 and 
will be funded by the 2008 GO Bonds approved by San Francisco voters in February 
2008 as described earlier. 

SUMMARY 

Port staff is ready to seek competitive proposals for professional engineering services 
as described in this report. Therefore, staff request that the Port Commission approve 
the attached resolution authorizing staff to advertise for competitive proposals soliciting 
coastal and civil engineering design services for the Mission Bay Shoreline Protection 
Work for Bayfront Park Project. 



Prepared by: Ken Chu, Project Manager 

For: Ed Byrne, Chief Harbor Engineer 



-3- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-05 



I 



WHEREAS, the proposed Mission Bay Shoreline Protection Work ("Project") is located 
in San Francisco's Mission Bay area, east of Terry Francois Boulevard 
and will enhance the future Bayfront Park planned by Prologics/Catellus 
Development Corporation; and 

WHEREAS, the future Bayfront Park parcel is owned by the Port and is leased to the 
Redevelopment Agency for the term of the Redevelopment area; and 

WHEREAS, the Project will rebuild approximately 1 ,000 linear feet of bay shore and 
slope from the Pier 52 Parking Lot to Agua Vista Park, to allow the future 
Bayfront Park to be constructed to the water edge; and 

WHEREAS, the Project will be funded by the 2008 Clean and Safe Neighborhood 

Parks General Obligation Bond (the "2008 GO Bonds"), which was passed 
by San Francisco voters on February 5, 2008; and 

WHEREAS, the 2008 GO Bonds identified a total amount of $22,100,000 for Blue- 
Greenway Projects, which includes the Project; and 

WHEREAS, to implement the Project, Port staff require coastal and civil engineering 
consulting services to analyze, field investigate, design, prepare bid 
documents, present designs, cost estimate, schedule, construction 
support, and perform other work as required to complete the Project; and 

WHEREAS, Port staff obtained approval from the Civil Service Commission on January 
5, 2009, to contract with a private engineering firm for these consulting 
service; and 

WHEREAS, the Port Commission has allocated funding out of the 2008 GO Bonds to 
pay for the proposed consulting services which are estimated to cost 
$400,000 (Resolution No. 08-58); and 

WHEREAS, Port staff have drafted a Request for Proposals ("RFP") to solicit 

consulting services for the engineering required for the Project; and 

WHEREAS, Port staff has incorporated an 18% subconsulting goal for Local Business 
Enterprises in the proposed RFP as recommended by the Human Rights 
Commission (HRC); now, therefore be it 



-4- 



f 



Resolution No. 09-05 
Page 2 



RESOLVED, that the San Francisco Port Commission hereby authorizes Port staff to 
advertise a Request For Proposals to solicit consulting services for the 
Mission Bay Shoreline Protection Work for Bayfront Park Project and to 
initiate a competitive selection process for contract award at a future Port 
Commission meeting. 



/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of January 13, 2009. 



SECRETARY 



PORT°^ ^ 

SAN FRANCISCO 



MEMORANDUM 

JANUARY 6. 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Kimberly Brandon, President 

Hon. Rodney A. Fong, Vice President 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Hon. Stephanie Shakofsky 



A^H"" 



FROM: Monique Moyer 

Executive Directof^ ^ 

SUBJECT: Request approval to award contract for financial advisory services to Public 
Financial Management, Inc. for $300,000 with a three year term, and an 
option to renew for an additional two years. 

DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

Introduction 

At its meeting on August 12, 2008 the Port Commission by Resolution 08-054 
authorized staff to issue a Request for Proposals to hire a qualified financial advisor to 
assist Port staff with debt financings, financial planning, debt management and other 
financial advisory services as needed. Staff held a competitive selection process that 
resulted in a recommendation to award a contract to Public Financial Management, Inc. 

The proposed contract is for an original term of three years, with an option to extend the 
term for an additional period of two years, which the Port may exercise in its sole and 
absolute discretion. The proposed maximum contract amount is $300,000 aggregated 
over the maximum five year period, with an initial budget of $100,000 from the FY 2008- 
09 Port operating budget. Port staff intend to request the remaining $200,000 in 
subsequent annual operating budgets through FY 2013/14 to fund this contract. 
The actual amount of funds requested annually will depend on the availability of monies 
to annually fund the contact, and a determination by Port staff of the expected level of 
financial advisory services needed. 







THIS PRINT COVERS CALENDAR ITEM NO. 13A 


OF SAN FRANCISCO 








IIBw^^l^^li 


1 


ADDRESS Pier 1 ^ 


F 



Background 

On April 25, 2006 the Port Commission adopted the Port's first ten-year capital plan. 
The purpose of the plan is to identify the major maintenance and capital improvement 
needs of the Port's facilities, prioritize capital projects, and identify potential funding 
sources. These maintenance and improvement projects will bring the facilities up to 
current building code standards, including seismic requirements. The most recent 
annual update to the plan was adopted by the Port Commission on February 28, 2008. 
The plan identifies $1.9 billion in improvements; approximately $804 million of which are 
expected to be funded through a combination of the Port's operating budget, future Port 
revenue bonds, Port tenants, public/private development projects, and Infrastructure 
Financing District bonds. An update of the plan is expected to be presented to the Port 
Commission at its February 10, 2009 meeting. 

Port staff anticipates issuing new debt after the current 2004 Port Commission 
Refunding Revenue bonds are repaid on July 1, 2009. This anticipated new financing 
will be the first of several debt issues that are expected over the next several years. 
The net proceeds from these new financings will be used to pay for a portion of the 
projects identified in the ten-year capital plan. 

The financial advisors will assist Port staff in obtaining financing at the lowest practical 
interest cost by providing the Port with specialized skills not possessed by Port staff 
including: extensive experience in, and an expert understanding of, municipal bond 
financing and issuance, bond sizing and structuring, and bond pricing. The advisors will 
also provide an understanding of current capital market conditions, access to bond 
trading desks at investment banks, and other expertise that will assist staff in 
formulating financing strategies and plans intended to meet the Port's objective of 
funding its capital and other needs in a cost effective manner. 

Proposed Contract Scope of Services 

The following is a description of services that the financial advisors will provide to the 
Port under the proposed contract. 

1. Provide assistance with the timing, sizing and structuring of bond financings. Help 
Port staff to determine the most appropriate method of sale (competitive or 
negotiated), and assist in developing syndication policies and any other matters that 
will meet the Port's objective of obtaining the lowest practical interest cost and the 
widest competition of purchasers for its securities. 

2. Assist Port staff with presentations to credit rating agencies, underwriters, 
institutional investors, credit enhancers (if applicable), and other capital market 
entities, as needed. 

3. Provide the Port with an analysis of the benefit of credit enhancement, such as bond 
insurance, letters of credit, and liquidity facilities. 



4. Assist Port staff with the selection of underwriters, and the review and evaluation of 
all underwriting bids submitted. Assist in re-allocating principal amounts as required 
to meet the Port's objectives, and confirm terms with the winning bidder. 

5. Provide advice and assistance to the Port on reinvestment strategies for bond 
proceeds, bond reserve and other funds associated with each bond financing. 

6. Assist Port staff in the preparation and review of all legal and financing documents in 
coordination with the City Attorney and other relevant parties. 

7. Provide assistance with the development of a financing plan for the Port's ten year 
capital program, including developing financial models to evaluate financing 
alternatives. 

8. Provide information, judgments, and forecasts on general economic and capital 
market conditions. Review new financial products and techniques and advise Port 
staff on their suitability for use by the Port. 

9. Assist Port staff in estimating the amount, timing and volatility of tax increment 
funding to be generated from proposed development projects, and provide 
assistance with the evaluation of various financial aspects of developer proposals. 

10. Assist Port staff in developing debt and financial derivatives policies. 

1 1 . Perform other financial advisory services as may be required from time to time. 

Discussion 

The following is an overview of information about the selection process, the 
recommended firm. Local Business Enterprise (LBE) participation and proposed fees. 

Selection Process 

The Request for Proposals (RFP) was issued on August 29, 2008. A pre-proposal 
meeting was held on September 15, 2008 with representatives of sixteen (16) firms in 
attendance. Six firms submitted proposals by the proposal due date of October 6, 2008. 
However, four out of six of the respondents did not comply with the San Francisco 
Human Rights Commission (HRC) Local Business Enterprise (LBE) participation 
requirements. As such, the RFP had to be re-issued October 21, 2008. The same 
firms responded to the reissued RFP by the new proposal due date of November 3, 
2008. The Port's HRC Contract Compliance Officer verified that all six of the submitted 
proposals met the LBE participation requirements. 

Selection Panel 

A four member selection panel was composed of one Port staff member from the 
Planning and Development Division, the Director of the City's Office of Public Finance, 
one member of the Finance Department from the San Francisco International Airport, 
and one member of the Finance Department from the City of Livermore, California. The 
financial analyst from the Port's Finance Department, the Port's Contract Manager, and 

-3- 



the Port's HRC Contract Compliance Officer facilitated and monitored the selection 
process. 

Evaluation Criteria 

The written proposal phase of the evaluation process was weighted at 40%, and the 

interview phase was weighted at 60% of the total points. 

The respondents were evaluated using the following criteria for both the written and 
interview phases of the selection process: 

1 . Qualifications of the "principal-in-charge", the individual with the overall responsibility 
for providing the financial advisory services under the contract. Qualifications 
evaluated included experience and expertise relevant to the Port, size and 
complexity of financings completed, and creative ability. 

2. Qualifications of the other key professionals assigned to the Port. Qualifications 
evaluated included experience and expertise relevant to the Port, size and 
complexity of financings in which the key members participated, along with their 
specific role. 

3. Other experience and abilities of the respondent including: i) their experience with 
other U.S. Port, California tax-exempt, and City & County of San Francisco issuers; 
ii) their experience with tax- increment bond issues; and iii) their written 
communication skills. 

4. Knowledge of municipal capital market conditions and trends. 

5. Ability to meet the Port's needs including: i) ability to make recommendations that 
are appropriate to the Port; ii) creative ability of the respondent; and availability on 
short notice of the "principal-in-charge", and other key members of the respondent. 

Pursuant to RFP requirements, the selection panel short-listed and interviewed the top 
four ranked firms from the written proposal phase of the selection process. After the 
interview process, the final evaluation scores resulted in the following ranking of the 
firms (See Exhibit 1 : Final Scores and Ranking): 

Final Ranking Name of Prime Consultant 

1 Public Financial Management, Inc. 

2 First Southwest Company 

3 Scott Bailee Strategies 

4 Sperry Capital Inc. 

5 Grigsby & Associates 

6 Northcross, Hill & Ach, Inc. 

The Port issued a Notice of Intent to Award on December 8, 2008 indicating the intent to 
recommend to the Port Commission award of the contract to Public Financial 
Management, Inc. 

-4- 



At this time, Port staff has negotiated the fee and secured the requisite insurance 
documents from the top ranked firm, Public Financial Management, Inc. 

Company Information for the Recommended Firm 

Public Financial Management. Inc. (PFM) 

Founded in 1975, PFM is the nation's leading provider of independent financial and 
investment advisory services. The firm is headquartered in Philadelphia, Pennsylvania 
and has 400 employees located in 33 offices nationwide. PFM's San Francisco office 
has 27 employees and serves as the firm's West Coast headquarters. The firm has 
substantial seaport experience, and has provided financial advisory services to the 
Jacksonville, Florida Port Authority; Port of Tacoma; Virginia Port Authority; and Port of 
Los Angeles among others. PFM is also currently providing financial advisory services 
to the City and County of San Francisco, and the San Francisco International Airport. 

Proposed Fees : 

Port staff has negotiated a flat fee of $55,000 for all services materials and related 
resources to be provided to the Port in connection with the upcoming debt issue. Other 
services will be billed on a time and materials basis. The contract is recommended for 
award based upon a not to exceed amount of $300,000, subject to funding availability. 

Local Business Enterprise (LBE) Participation 

Public Financial Management, Inc. has selected the firm of Backstrom McCarley Berry 
& Co., LLC as their LBE participant and partner for their proposal. PFM has committed 
to an LBE participation goal of 40%, and the firm will manage the assignment of work 
and coordination of duties so that the 40% LBE goal is achieved. In addition, the Port's 
project manager will review and approve all work plans and will monitor the services 
provided to ensure that the 40% LBE goal is met. 

Recommendation 

Port staff recommends that the Port Commission adopt the attached resolution 
authorizing award of a contract for financial advisory services to Public Financial 
Management, Inc. for a term of three years, with an option to extend the term for an 
additional two year period with the amount not to exceed $300,000. 



Prepared By: Lawrence Brown, Financial Analyst, and 
Norma Nelson, Port Contract Manager 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-06 



WHEREAS, A financial advisor is needed to assist Port staff in the issuance of new 
debt and in the formulation of financing strategies and plans intended to 
meet the Port's objective of funding its ten year capital plan in a cost 
effective manner, and to provide other financial advisory services as 
may be required by the Port from time to time; and 

WHEREAS, Port staff obtained Civil Service Commission approval on July 7, 2008 
to contract with a private financial advisor for financial advisory 
services; and 

WHEREAS, The Port Commission at its August 12, 2008 meeting authorized staff 
under Resolution 08-054 to advertise and issue a Request for 
Proposals ("RFP") for financial advisory services, and thereafter Port 
staff issued such RFP; and 

WHEREAS, The Port Commission has allocated $100,000 in its FY 2008/09 

operating budget to provide initial funding for the proposed financial 
advisory services, including the cost of all financial advisory services, 
materials and related resources to be provided to the Port in connection 
with an anticipated upcoming debt issue; and 

WHEREAS, The remaining $200,000 authorized under said contract is subject to 
authorization by the Port Commission and appropriation in subsequent 
Port annual operating budgets through FY 2013/14; and 

WHEREAS, Port staff received six proposals for financial advisory services 

submitted in response to the RFP, and formed a selection panel of 
qualified professionals to evaluate the proposals; and 

WHEREAS, Port staff concurs with the selection panel's determination that Public 
Financial Management, Inc. is the highest ranked; and, therefore, the 
most qualified, responsive respondent pursuant to the RFP criteria; and 

WHEREAS, Public Financial Management, Inc. has selected the firm of Backstrom 
McCarley Berry & Co., LLC as their Local Business Enterprise sub- 
consultant participant, and made a commitment of 40% Local Business 
Enterprise sub-consultant participation; and 

WHEREAS, Port staff recommends the award of a contract to Public Financial 
Management, Inc. for financial advisory services for a term of three 
years, with an option to extend the term, in the Port's sole and absolute 
discretion for an additional two years, and for an amount not to exceed 
$300,000; now, therefore, be it 



Resolution No. 09-06 
Page 2 



RESOLVED, That the Port Commission hereby approves the award of a contract for 
financial advisory services to Public Financial Management, Inc. for 
financial advisory services for an amount not to exceed $300,000 for a 
term of three years, with an option to extend the term for an additional 
period of two years, in the Port's sole and absolute discretion, for a 
maximum term of five years. 



/ hereby certify the foregoing resolution was adopted by the Port Commission at 
its meeting of January 13, 2009. 



Secretary 



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City and County of San Francisco 









^tt 



Gavin Newsom, 
Mayor 



Human Rights Commission 

Contract Compliance 

Dispute Resolution/Fair Housing 

Local Business Enterprise 

Lesbian Gay Bisexual Transgender & HIV Discrimination 

Chris Iglesias 
Executive Director 



MEMORANDUM 

Date: January 6, 2009 

To: Tina Olson, Director Administration & Finance, Port of San Francisco 

Lawrence Brown, Financial Analysts, Port of San Francisco 
Norma Nelson, Contract Administrator, Port of San Francisco 

From: Selormey Dzikunu, Contract Compliance Officer, HRC 

Subject: Award Eligibility Memo for Port Financial Advisory Services RFP 



The HRC has reviewed the written proposal and interview score sheets and is 
confirming the Port's tabulation of the scores for the above referenced RFP. 

The written proposal scores and rankings were the basis for the selection of 
the four highest ranked firms in the table below for oral interviews. The written 
proposals represent 40% of the total scores and the interviews represent 60% of 
the total scores. 

Below is a table summarizing the final rankings: 





Written Proposals =40% 


Oral Interviews =60% 


Final Score | 


Firm 


Raw 

Score 


LBE 
Bonus 
Points 


HRC 

Adjusted 
Score 


Rank 


Raw 

Score 




Rank 


Total 

Weighted 

Score 


Normalized 
Score 


Rank 


Public Financial Mngt. Inc. 


344 





344 


1" 


345 




1st 


344.6 


86.15 


1st 


First Southwest Company 


336 





336 


2nd 


301 




2nd 


315.0 


78.75 


2nd 


Scott Balice 


296 





296 


3rd 


279 




3rd 


285.8 


71.45 


3rd 


Sperry Capital 


280 





280 


4'" 


270 




4th 


274.0 


68.50 


4TH 


Grigsby & Associates 


238 


23.8 


261.8 


S'" 


Not 
Shortlisted 




N/A 


104.72 


26.18 


5'" 


Northcross, Hill & Ach, Inc. 


249 





249 


6^'- 


Not 
Short.Listed 




N/A 


99.6 


24.90 


6"' 



R 



25 Van Ness Avenue 

Suite 800 

San Francisco 

California 94102-6033 



TEL (4 1 5) 252-2500 

FAX (415) 431-5764 

TDD (4 15) 252-2550 

h(tp://www..srtiumanri phls.or g 



iv 



As indicated in tine table above, Public Financial Management Inc. (PFM) is the 
highest ranked proposer. 



PF M met the 20% LBE goal by listing the following HRC-Certified firm: 



LBE Subconsultants 


Service 


Participation 


Backstrom McCarley Berry & Co. 


Pricing, Credit Strategy and 
Rating Agency presentation. 


40% 


TOTAL 




40% 



PFM has met all Chapter 14B pre-award requirements and as such is eligible for the 
award of this contract. 

This memorandum supersedes all previous memos on this subject. 



Please notify me when contract negotiations are concluded. In the meantime, if you 
have questions, or if I can be of any further assistance, please do not hesitate to 
contact me at 274-0511 



SAN FRANCISCO 
PORT COMMISSION 



JANUARY 13, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

FEB - 6 2009 



SAN FRANCISCO 
PUBLIC LIBRARY 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY, VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
JANUARY 13, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Kimberly Brandon called the meeting to order at 2:05 p.m. 
The following Commissioners were present: Kimberly Brandon, Rodney Fong, 
Michael Hardeman, Ann Lazarus and Stephanie Shakofsky. 

2. APPROVAL OF MINUTES - December 9, 2008 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. The minutes of the 
December 9, 2008 meeting were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

At 2:07 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTER. 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9(a) and San Francisco Administrative Code 
Section 67.10(d) (1 case)(Discussion and Action): 

• Macor. Inc.. Cornerstone Properties II S. LLC, and Walden 
Mission Bay I LLC v. City and Countv of San Francisco. Port of 
San Francisco. State of California. State Lands Commission, et 
al. (San Francisco Superior Court, Case No. CGC07-460994) 

Proposed Action: Approval of conditional settlement agreement 
between Macor, Inc., Cornerstone Properties II S, LLC, Walden 
Mission Bay I LLC (collectively, "Plaintiffs"), the State of 



M01 132009 



■1- 



California and the City and County of San Francisco which 
requires the following: (1) that the parties agree, and shall enter 
a judgment with the Superior Court stating, that title to the 
disputed portion of Texas Street between 16^^ and 17*^ Streets 
(the "Property") is vested in Cornerstone Properties II S, LLC and 
Walden Mission Bay I LLC in fee simple absolute; (2) that the 
parties apply to the California Court of Appeal for an order 
vacating the Superior Court's judgment, statement of decision, 
order granting and denying in part motions for summary 
judgment/adjudication, and minutes and late tentative ruling 
denying Plaintiffs' motion to enforce the injunction; (3) that the 
parties shall use their best efforts to reach agreement on the 
form of joint application to the Court of Appeal, and on the 
settlement agreement, by 5:00 pm on January 13, 2009; (4) that 
the City and State of California shall receive no additional 
payments from Plaintiffs for the Property pursuant to the rights 
asserted in the settlement agreement of March 1 , 2006 between 
the City and Macor, Inc.; (5) that the City shall retain all funds 
paid to the City by Macor, Inc. under the settlement agreement 
(approximately $395,000); (6) that Plaintiffs shall release the City 
and the State of California from any liability for legal costs 
awarded by the Superior Court (approximately $9,500); (6) that 
all parties shall each be responsible for their respective legal 
costs and fees; (7) that this settlement agreement shall be null 
and void unless the City obtains all necessary approvals, and 
Court of Appeal grants the joint application for vacation of the 
lower court's judgment, statement of decision, order granting and 
denying in part motions for summary judgment/adjudication, and 
minutes and late tentative ruling denying Plaintiffs' motion to 
enforce injunction; and (8) if the State Lands Commission fails to 
approve this settlement by its meeting of April 2009, Plaintiffs 
may withdraw from the agreement. 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Property : Piers 19-23 

Person Negotiating : Port : Susan Reynolds, Deputy Director, Real 
Estate and Peter Dailey, Deputy Director, Maritime 
*Foreign Trade Zone #3 : Ray Lynch 

b. Propertv : AB 0201, Lot 013 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port: Byron Rhett, Deputy Director, Planning 
and Development 
*Negotiating Parties : 



M011 32009 



(1) Dhaval Panchal 

(2) San Francisco Waterfront Partners, Simon Sneilgrove 

5. RECONVENE IN OPEN SESSION 

At 3:25 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Fong made a motion to adjourn executive session and 
reconvene in open session; Commissioner Lazarus seconded the motion. All of the 
Commissioners were in favor. 

Commissioner Fong made a motion to disclose an item of approval and turned it 
over to General Counsel to read the item for the record. 

Port General Counsel Robert Bryan reported that the following motion was 
unanimously approved by the Port Commission in executive session: 

(a) Authorize the Executive Director and the City Attorney to negotiate and execute 
a settlement agreement with Macor, Inc., Cornerstone Properties II S, LLC, 
Walden Mission Bay I LLC, and the State of California consistent with the terms 
of the conditional settlement stated in agenda item (1)(a) of the Commission's 
Executive Session of January 13, 2009 and with the following additional terms: 

(1 ) that all rents owed under the settlement agreement dated March 1 , 2006 
will be postponed until 30 days after the Court of Appeals ruling on the joint 
application, but shall no longer be due or owed if the court grants the joint 
application; 

(2) that Macor, Inc. shall maintain in place the insurance required by the 
settlement agreement dated March 1, 2006 until such time as that 
agreement is terminated or expires; and 

(3) that if, prior to April 30, 2009, either the City or the State disapproves or 
rejects this proposed settlement agreement or fails to obtain all necessary 
approvals, this settlement agreement shall be null and void; and 

Authorize the City Attorney to recommence litigation if the parties are unable to 
negotiate and execute a settlement agreement that is substantially in conformity 
with the settlement terms required by this motion. 

ACTION: Commissioner Fong made a motion to not disclose any other 
information discussed in executive session; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

M01 132009 

-3- 



The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Election of Port Commission Officers 

Commissioner Kimberly Brandon turned over the gavel to Commissioner 
Rodney Fong. 

Commissioner Fong opened the floor for nominations of Port Commission 
President. 

Commissioner Brandon nominated Commissioner Fong as President of the 
Port Commission; Commissioner Shakofsky seconded the motion. All of the 
Commissioners were in favor. 

Commissioner Rodney Fong was elected President of the Commission. 

Commissioner Fong thanked his fellow Commissioners for their vote of 
confidence and look forward to working closer with Port staff. 

Commissioner Fong opened the floor for nominations of Port Commission 
Vice President. 

Commissioner Hardeman nominated Commissioner Shakofsky as Vice 
President, a person with a history of tenacity and energy, reaching consensus 
on many complicated issues. Commissioner Lazarus seconded the motion. 
All of the Commissioners were in favor. 

Commissioner Shakofsky was elected Vice President of the Commission. 

Commissioner Shakofsky thanked her fellow Commissioners and thanked 
Commissioner Hardeman for the wonderful introduction. She looks forward to 
working with everybody and looks forward to a productive year. 

Commissioner Hardeman indicated that this is a wonderful time because all of 
the sitting Commissioners have either been Vice President or President. It's 
good for the Commission to have the sharing of power. 

Commissioner Fong commented that it's kind of like all the presidents getting 
a photo together in the White House. 



M01 132009 



B. Executive Director's Report : Executive Director Monique Moyer reported the 
following: 

Ms. Moyer thanked Commissioner Brandon for a really tough year. Her work 
as a president may not be apparent in the Commission room but she had 
attended at least 300 meetings last year alone. In her leadership, we've had 
one of the most remarkable years ever for the Port and that is the successful 
passage of Proposition B in February and Proposition D in November 2008. 
She will always be proud of that because it was not something that she even 
dared to do more than dream about 45 years ago. We could not have done 
that without Commissioner Brandon's leadership and we couldn't have made 
many of the policy we've made particularly in the southern waterfront without 
her incredible commitment. She thanked her so much. She welcomed 
Commissioner Fong. It's going to be a wild ride. She also welcomed 
Commissioner Shakofsky. We need all their collective expertise as we have 
several big RFPs in the horizon to kick off the year. We have a very 
challenging budget this year, next year and the following year and who knows 
what other things are going to come our way. It feels a little dejavu to 2004 in 
that respect. She thanked all the Commissioners for their continued service 
and willingness to be engaged and active in the Commission. For the people 
in the audience who have called the Commission over and over and always 
received returned phone calls, she hopes they join her later privately in 
thanking them for their service. Even if you don't always agree with them, 
they are very much available and very proud to serve the public. 

• Emerald Bowl Update - December 27. 2008 at AT&T Park - this was the 
7^^ Emerald Bowl at AT&T Park. It was the most incredible Emerald Bowl 
game to date which served the Port and the city very well. It was held the 
Saturday after Christmas, on December 27, 2008 at 5 p.m. which is a slot 
time that was awarded by ESPN. It shows her how important the game is 
to ESPN that we got one of the best slots. We got the slot where there 
was no other competition in terms of any other football game. It turned out, 
unexpectedly, to be a big college match up between Cal Berkeley and the 
University of Miami. The game went down to the final minutes. The game 
turned out to be everything you could ask for. Some points of interest: It's 
the largest crowd ever at AT&T Park. If you were at the game, the outfield 
was filled with bleachers so there were more seats than is available at a 
baseball game. The crowd was recorded at 42,268 attendees. They all 
emptied out into Port property. Many of them parked on Port property. 
Lots of them indulged on Port property. We would like to have a repeat of 
that over and over again. It was fantastic. ESPN indicated that 4.5 million 
households watched the game. She has to figure out how to convince the 
Giants to change the name of the ballpark to the Port of San Francisco 
Giants at AT&T Park on Port property. Nonetheless, it was 4.5 million 
households who got to look at not only the beautiful ballpark but also at 
the fantastic looking Pier 48 across the way. It's the 8**^ most watched 
college football game ever recorded in history. It was the 2"^^ most 
watched game of the Bowl Games for 2008. The Board of Supervisors will 



M01 132009 



also commend Gary Cavalli, the Executive Director of the Emerald Bowl 
and his board, which includes her. It's the kind of event you want to see on 
Port property especially in that time frame when it's quiet around here. We 
were thrilled and there were no security challenges unlike New Year's Eve 
where there were several security challenges. Thankfully, the SFPD 
responded to them with their usual care. SFPD has a practice of requiring 
all Veteran cops to be on duty for those type of events. It is estimated that 
the crowd that ended up in the tragedy at Bart was on our property for 
quite a bit of time. There were some difficulties even then. We're very 
fortunate to have the SFPD to help us. 

• Bode Gravel Green Award - Bode Gravel has received an award from the 
National Ready Mix Concrete Association (NRMCA). Bode's Port of San 
Francisco plant is the first plant in California and the sixth in the nation to 
receive the NRMCA Green Star certification. It has to do with affirming or 
certifying that the concrete practices are environmentally friendly. Bode 
Gravel was recognized for a number of things which include their already 
existing environmental practices. One of the main critical aspects of it was 
their installation of a 450,000-gallon stormwater retention system. 
Something that our own environmental specialist, John Mundy, has spent 
much of his career at the Port promoting something that is required in our 
stormwater management guidelines. We are proud that it is seen on a 
national basis as a green movement. We commend Bode Concrete for 
that. That's one of many awards they've won to date. 

• Annual Crab Feed and Silent Auction - The annual crab feed and silent 
auction will be held on February 5, 2009 at the Franciscan Restaurant at 
Pier 43!^. The Fong family is being honored as owners of the renowned 
Was Museum for its contributions to the rich history of Fisherman's Wharf, 
which is a tremendous feat. They are the first non-Italian family in 
Fisherman's Wharf. She congratulated Commissioner Fong, his parents, 
and grandparents. We will be there to support him and encouraged 
everybody to attend. It's a fun event. 

8. CONSENT 

A. Request authorization to Dispose of Surplus Equipment - Gantrv Cranes 6 & 
32 and the remains of Crane 34 at BAE Svstems San Francisco Ship Repair 
located on Pier 68. (Resolution No. 09-01 ) 

B. Request approval to extend Exclusive Negotiations for One Month, with a 
One Month Extension Option, for a Construction Materials Recyclinq Center 
for Seawall Lot 352 with Raisch Products. Inc. and S.F. Recycling and 
Disposal. Inc. (Resolution No. 09-02 ) 

C. Accept report on the Contracting Activity Quarterly Report - Fiscal Year 
2008/09: Second Quarter Period September 1. 2008 to December 31. 2008 . 

M01 132009 



I 



D. Request authorization to issue Letter for Temporary Expanded Permissible 
Uses at Pier 2 for Ferry Plaza Limited Partnership, a California Limited 
Partnership. Lease No. L-13832. (Resolution No. 09-03 ) 

ACTION: Commissioner Lazarus moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. Items on the 
consent calendar were approved. Resolution Nos. 09-01 , 09-02 and 09-03 
were approved. 

9. PLANNING & DEVELOPMENT 

A. Informational presentation by the Department of City Planning regarding the 
Eastern Neighborhoods Master Plan. (Verbal Report ) 

David Beaupre, Planning and Development, introduced John Lau from 
Supervisor Maxwell's office, Ken Rich and Steve Wertheim from the Planning 
Departments who will provide the Commission a brief overview of the eastern 
neighborhood planning process. Port staff has been trying to get in front of 
the Commission for a number of months. We'd hope to have this presentation 
earlier but with the eastern neighborhoods planning process going to the 
Board, there was a conflict between the Board meeting and the Commission 
meeting. Ken, John and Steve will provide an overview of the planning 
process and the impacts and effects on Port property. Port staff have been 
coordinating closely with the Planning Department and other city agencies for 
a number of years on the eastern neighborhood planning for about ten years 
and that we will continue to coordinate with the planning staff and other city 
agencies as appropriate, specifically as it relates to how the eastern 
neighborhood plan affects or impacts the Pier 70 area adjacent to the central 
waterfront and Potrero neighborhoods, how the transportation issues relate to 
the eastern neighborhoods in Port property and how the open space planning 
within the Port jurisdiction impacts the eastern neighborhoods. 

John Lau, Supervisor Sophie Maxwell's office, indicated this project was 
approved by the Board of Supervisors in December 2008. The eastern 
neighborhoods effort represents one of the most challenging and 
comprehensive planning projects that the city has tried to digest in some time, 
20 perhaps even 30 years not just due to the large geographic area covered 
by the plan but also because the wide range of diversity of issues that had to 
be adjusted throughout the process that included a discussion of how much 
space San Francisco should retain for light industrial operations and activities 
that need a buffer from residential users, for areas that begun to or already 
have transitioned from industrial uses in southeast part of San Francisco to a 
mixed use residential context, how we support the establishment of truly high 
quality and livable neighborhoods. More importantly, what development rules 
do we craft that will ensure that new development contribute significantly yet 
fairly to a robust public benefits program. Finally, what are the elements of the 
public benefits program from affordable housing to transportation system 
upgrades and enhancements to our open space portfolio. With so many 

M01 132009 

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» 



issues to sort and so many stakeholders to be heard from, it's no wonder that 
the project became a ten year effort. He's happy to report that Supervisor 
Maxwell is very proud of the final product. She sees it as a well constructed 
body of work containing many new, exciting ideas around mixed use zoning 
and both public and private financing tools. Most importantly, the plan struck 
the right balance between the many often competing objectives that were part 
of the plan discourse. In terms of process, the project took shape over almost 
ten years. Through that time period, there were hundreds of public meetings 
of all shapes and sizes. Over the past year and a half alone, there were 
dozens of hearings at the Board's Land Use Committee and one can make 
the case that the land use committee's deliberations during that time period 
represent one of the highest levels of engagement on one particular project 
that the committee has taken up in anyone's recent memory. As far as the 
Port's specific issues, you can be rest assured that there was active dialog 
between Port staff and the Planning department such that the new land use 
controls adopted in the plan largely acknowledge and respect the context of 
lands under the Port's jurisdiction. There's much to do in terms of tracking the 
progress and implementation of the plan. There were also likely to be some 
clean-up required. The supervisor remains committed to this work throughout 
the duration of her term in office. More broadly, she, as always, will stay focus 
on development and change issues in the southeast part of San Francisco 
that includes major Port projects in the central and southern waterfront. He 
thanked Planning staff and the work of the Planning Commission on this 
Herculean effort and he thanked the Commission for the opportunity to 
address them. 

Steve Wertheim, City Planning Department, indicated that this has been a 10- 
year planning process. The goals were mainly to create new zoning controls 
in the industrial areas of San Francisco and create plans and policies to 
support complete neighborhoods in those areas that are transitioning to 
residential. The plan was necessary because of the outdated zoning plan 
from the 1950s that was very permissive and combined with the dot.com and 
the housing bubbles created a huge impetuous for development which led to 
ad hoc and incompatible industrial neighborhoods. The industrial uses were 
rapidly being displaced with new residential areas that lack neighborhood 
amenities and had a lot of conflicts. 

He showed a map of historic industrial lands in the city. The published area 
on the eastern neighborhoods of the city is where historically are the industrial 
lands based on the industrial background of San Francisco but as the 
economy shifted to office and service economy, the lands were slowly turned 
over to other uses. In the South of Market and Hunter's Point, development is 
changing. 

The industrial areas of the city are mostly at Bayview. The Bayview plan was 
approved last year through the City. The eastern neighborhood plan came on 
its heels a few months later. Now all the industrial lands in the city have been 

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rezoned. Planning efforts were done at the eastern half of SOMA, Mission, 
Showplace Square and the Central Waterfront. 

The goals of the plan are: 

• Encourage new housing at appropriate locations and make it as affordable 
as possible to a range of city residents 

• Plan for transportation, open space, community facilities, and other critical 
elements of complete neighborhoods 

• Reserve sufficient space for production, distribution, and repair activities, 
in order to support the city's economy and provide good jobs for residents 

• Tal<e steps to provide space for new industries that bring innovation and 
flexibility to the city's economy 

Until the last couple of months, the city, in a heartbeat, could have been filled 
with housing and office development. As the economy changes, we have 
some land. Once you make something residential, it will never be anything 
else. We wanted to make sure that there's some flexibility with the land going 
forward. 

This process started in the late 1990s when there was a debate about the 
best uses for city's industrial lands. The economy had changed. Conflicts 
were occurring when there was existing industrial and conflict with office and 
residential. In 2001, the community-based rezoning efforts commenced. It 
took until 2005 to start working on the EIR because of the economic downturn 
and there wasn't any money to do these efforts and other political reasons. In 
2006, they started work on the actual area plans and the zoning. Last year 
was the big year. They were initiated by the Planning Commission which 
means they start the official hearings to adopt the plan. In August, the 
Planning Commission unanimously passed the plan. In December, the Board 
of Supervisors unanimously approved the plan. On December 19, 2008, it 
was signed into law by Mayor Newsom. This law goes into effect next 
Monday, January 19, 2009. 

They held hundreds of public meetings. There were over 60 public hearings 
at the Planning Commission and the Board of Supervisors. The plan was 
coordinated with the Port, MTA, Mayor's Office of Housing and other 
agencies. All of the different agencies had an active role. They are all part of 
the implementation of the plan. It's not all about planning department and 
zoning, there's also lots of different efforts to build affordable housing, to 
reach out to workers who do transportation that require the input of these 
agencies. Instead of trying to do a planning process and telling them, it was 
much more successful to engage the agencies the whole time. 



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The results of the plan are as follows: 

• Amendments to the City's General Plan 

• Four new area plans: East SoMa, the Mission, Showplace Square/Potrero 
Hill and Central Waterfront. Those plans spell out the goals and policies 
more distinctly for each of those neighborhoods 

• Comprehensive planning code and zoning map amendments intended to 
codify Area Plans' goals and policies 
Innovative Affordable Housing Strategy 
Program-level CEQA clearance for development projects 
Public benefits program 
Implementation program 



Previously, all the Port land was zoned M2 which is the heaviest industrial 
zoning. At South of Market, they changed the district to that as already been 
developed as the South Beach neighborhood to represent that. They changed 
the neighborhood to be called Downtown Residential South Beach, basically 
it's a zoning that reflects what's already on the ground. If you move into the 
Central Waterfront, in the northern half, there's Pier 70 and the Mirant. They 
didn't rezone those areas because they are respecting the areas that are 
going on there. There are Port activities in the southern portion of the city. M2 
zoning is the best zoning for the very heavy industrial uses that are currently 
there. They didn't rezone too much of the Port property. Adjacent to that was 
the central waterfront. They changed the zoning for the northern half to reflect 
the proximity to Mission Bay. It allows housing but it also allows biotech and 
medical offices; things that will play off a new hospital. In the southern half, 
they have a new zoning called PDR (production, distribution and repair) 
zoning. The PDR zoning, for the first time, create a zoning in the city where 
there is no housing or office development allowed. If you're going to be an 
industrial use in the City, this is the place where you need to go. You don't 
have to worry about conflicting with new housing or new office or to keep land 
values at a reasonable price because these are not uses that can spend a lot 
of money for land. 

If you look at the northern part in SoMa, the heights were developed to reflect 
existing uses there. They worked with the Redevelopment Agency to 
coordinate the heights that made sense. If you go to the central waterfront the 
most pronounced change is that along Illinois Street, they raised the heights 
from 40-50 feet to 65-68 feet to reflect more opportunity in that area 
especially as Pier 70 is developed. 

In 1990, 12% of the city was zoned for industrial uses. Now after rezoning 
efforts in both the eastern neighborhoods and in Bayview, 6% of the city 
remains to be zoned industrially. While that is a small percentage of the city, 
they have created stricter zoning controls so that these are real industrial 
areas and not areas open to housing or office. These are real industrial 
protection zones. 

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Ken Rich, Planning Department, indicated that the area plan calls for one new 
open space per neighborhood at a minimum. The central waterfront and the 
eastern SoMa area are close to the Port and they agreed early on that open 
spaces that are part of the Port could be used toward a portion of the 
neighborhoods' needs. Port staff agreed with this model. They agreed that 
any impact fees we may see in the future that's a little bit speculative in terms 
of how much the fees will be and when they will come in. Impact fees from the 
development of these neighborhoods can go partially to the Port to help 
develop those spaces. There are several open spaces that the Port is 
planning from the Brannan Street Wharf to the Crane Cove open space in the 
proposed Pier 70 development and Warm Water Cove. These are all areas 
that can serve the eastern SoMa and the central waterfront neighborhoods 
and they agreed with Port staff to work together as those are developed and 
find funding from the eastern neighborhood funding sources to make those 
happen. 

In terms of heights at SWL 330, the Watermark building is zoned at 200 feet. 
The rest of SWL 330, which is bounded by the Bayview and Brannan, was 
zoned at 105 feet. As they looked at the heights for eastern SoMa, they 
agreed with Port staff that 105 feet is the appropriate zoning for the rest of 
that parcel. In the area plan, which is a part of the city's general plan and 
state's policy around different development issues, there are some points 
made and again by agreement with Port staff, about how SWL 330 should be 
developed in the future. The first was that the existing surface parking should 
be replaced with up to two new residential towers. In between the area of the 
two towers, 5-8 story podium development would be appropriate with design 
features that engage Beale and Brannan Streets and bring the development 
up to the street with operable window, doorways, stoops and things that 
create a townhouse effect along those streets. The development should 
respect the visual terminus of Beale Street at the bay. The southern most 
corner of the site should be free to air and light. The area plan that the Board 
of Supervisors adopted includes these guidelines which are fairly general and 
will allow for a lot of flexibility in the future development on the site. 

The Planning Department and Port staff have collaborated around Pier 70 for 
quite a while. They raised the allowable heights along the edge of Pier 70, 
along Illinois Street, to forecast or presage the new and more intense 
development on Pier 70. They decided that it made sense to defer to the 
Port's ongoing Pier 70 process. They did not change land use controls or 
height controls on Port property regarding Pier 70 or on the Mirant site 
because they expect some changes to occur through the planning process. 

The community stakeholders in the central waterfront and Potrero Hill have 
always been concerned about not having too much R&D and heavy duty 
office development and the central waterfront neighborhood are fairly 
receptive to Pier 70 being a place where that can happen. That is consistent 
with some of the planning that the Port has been doing. The Planning 
Department staff expects to keep working closely with Port staff as the Pier 

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70 planning process is finalized. They need to create specific controls and 
take it to the process. They will be there to help David Beaupre and others to 
make that happen. 

Corrine Woods indicated that she's been engaged in this process for ten 
years. It's incredibly helpful it has been that the Port staff was able to engage 
in this process and how much they appreciate David Beaupre's work and 
other Port staff who attends the millions of meetings. It's important to reiterate 
what Ken talked about i.e. when you triple residential density in a formerly 
industrial area, you have to create complete neighborhoods. You can't just 
prop down housing. Even the Planning Department's own study showed that 
open space was really important. They figure out how to pay for it even with 
impact fees. There's so many places those impact fees will have to go. The 
City is depending a lot on Port open space projects to create livable, workable 
open spaces. They are going to engage with the Planning Department to 
make sure that there is money to open and maintain them because the Port 
does not have any money. This is something that we have to keep working 
on. It's not a done deal. The zoning is done. Since the land use is now done, 
we have to make a mark. 

Ernestine Weiss, an open space advocate, indicated that she applaud all the 
efforts going into this because this is important. This is the last frontier of any 
huge size that the city has to plan and finalize a wonderful area. 
Neighborhoods are very important. We need housing. There are no housing 
available for teachers, firemen, police, and union people. They have to live in 
the hinterlands. Where are they going to be when we have an emergency? 
It's important that they be given priority to live there. She thanked everybody 
who was involved in the millions of meetings. The neighborhoods have been 
heard. It's wonderful that the people had good input and that they are listened 
to. This is so important to make the city successful. 

Jim Salinas, Sr., native San Franciscan, congratulated the new Port 
Commission officers and thanked Commissioner Brandon for doing a great 
job during her presidency. He's raised four kids and bought a home in San 
Francisco. He's been fortunate. He has a number of members who will speak 
to the Commission. They are very concerned and very scared as well as they 
should be. They've never seen anything like this. They are coming here 
because the Commission can make a difference. They have a great many 
San Franciscans out of work. One of the great community benefits that 
anybody can provide when they are doing something relative to projects in 
the city is putting San Franciscans to work. They are the ones that generate 
the local economic engine. He spent 99.9% of every dollar he's ever earned 
in San Francisco. He wants to make sure that businesses are doing well. He 
wants to make sure that his fellow San Franciscans are doing well. He 
implored upon the Commission that every project that they can get ready, that 
they think about the union members. There are a couple of members who will 
be speaking later. They've turned their lives around, they've done very well. 
They bought a home and are raising their family in the Mission District. He is 

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concerned that some of their members are dose to losing a house in San 
Francisco. That would be tragic and unfortunate. He begged the Commission 
to do anything they can do to move these projects. Let's make it a better year 
for folks. 

With regard to the eastern neighborhoods, Jeffrey Leibovitz indicated that 
those of them who have worked on this for the last ten years encouraged the 
Commission to go along with the Planning Department's proposals and what 
the Board of Supervisors have recommended. This has been a long, arduous 
process. He can't tell the Commission how many meetings they have gone to; 
how much participation there has been; how many deals have been struck 
but this is probably the best thing that San Francisco has seen for planning 
for the eastern part of the city and its history. He asked the Commission to 
approve the plan. 

Ms. Moyer clarified that this is an informational item and the Commission is 
not required to take any action. 

Commissioner Lazarus thanked Supervisor Maxwell's office and the Planning 
Department for the presentation. In particular for what seem to be model 
collaboration among departments which she's sure was critical in getting this 
done. She appreciated the respect that they showed for the work that the Port 
has done and for the ability to integrate it. She's certain that this will facilitate 
what the Port is trying to do in this part of the city. 

Commissioner Brandon echoed Commissioner Lazarus's comments and to 
let us know if there's anything that the Port can do to help this plan move 
along. 

Commissioner Hardeman commended them for a good job. 

B. Informational presentation bv Port Staff and Two Potential Developers for the 
2/3 Acre Mixed-Use Development Opportunity at Seawall Lot 351 
(Embarcadero at Washington) (includes AB 0201 . Lot 01 3 ). 

Kathleen Diohep, Planning and Development, congratulated Commissioners 
Fong and Shakofsky and thanked Commissioner Brandon. At its December 
1 1 , 2007 meeting, the Port Commission received an informational 
presentation by San Francisco Waterfront Partners ("SFWP") regarding a 
concept for combining SWL 351 with an adjacent site as a mixed-use 
development project. In February 2008, Port staff provided an informational 
presentation of the Port's options for SWL 351 which included offering SWL 
351 for development by competitive bid or responding to SFWP's proposal by 
initiating a sole source negotiation. Port staff recommended offering SWL 351 
for development by competitive bid after undertaking a community outreach 
process to determine development criteria for the site. With a series of 
community meetings. Port staff worked with the Northeast Waterfront 
Advisory group and came up with a set of vision and an outline for what would 

M01 132009 

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the Port want to realize for this extraordinary well located site with some 
awkward sizes, with the sewer line running through it and a need to support 
parking for the success of the Ferry Building. The Port Commission 
authorized staff to issue a RFP for this site with a specific set of criteria and 
objectives. The RFP was widely advertised in the real estate industry. It 
received a lot of press and got advertisements in local real estate blogs. We 
had two bidders' conferences. Approximately 150 people downloaded and 
reviewed the RFP. The deadline for that submittal was October 30, 2008. At 
that point, we only received one proposal which was from SFWP. Staff had 
been hearing that other people were looking at it and wanting to propose. We 
issued another RFP on November 10, 2008 with a deadline of December 19 
2008. The Port received two proposals for the site: (1 ) from SFWP proposing 
to include SWL 351 with the adjacent site; and (2) from a hospitality 
partnership led by Dhaval Panchal. Unfortunately, at press time last 
Thursday, Dhaval Panchal withdrew their proposal. Staff are now looking at 
one proposal for SWL 351 . 

To give the Commission a sense of what the options and challenges are 
about building on the Port site alone, Ms. Diohep provided the Commission 
an outline of what was proposed by the Panchal group who was looking at 
building a hotel at the site. The proposal was for an 8-story hotel project, 
which would have essentially filled the whole site. They were proposing a top 
floor restaurant, one level of subterranean parking, a level of ground parking 
and 200+ hotel rooms. Staff didn't go far in analyzing their proposal because 
they withdrew their proposal. They withdrew the proposal because one of 
their equity investors backed out of the project. They felt they couldn't 
continue to move forward. About a week ago, staff asked them to provide 
additional information clarifying more back-up. As we were doing that 
investigation, it was part of what brought the decision to pull back. In their 
proposal, they talked about the quality of this location, why this is an 
interesting and exciting place for a hotel on the San Francisco waterfront. 
Hotel Vitale has done well. This is an interesting use that we would raise for 
this site. 

Ms. Diohep explained why from Port staff's perspective we've only received 
one proposal for this site. When the RFP was sent out again, over 200 people 
looked at the RFP. A number of people talked to staff and downloaded the 
information. The recognition was if you take 2/3 of an acre and add it to the 
2.2 acres, you have one super block and more is possible and knowing that 
the adjacent site was in a place of moving forward and could possibly come 
forward with a proposal that was more synergistic. That is a reason that is 
fundamental to this site rather than at this point of the market cycle or the 
economy that led to the Port receiving one proposal. We could possibly build 
on this site alone. The question is what's the best option for the Port? As we 
move forward, we want to look at these proposals, how we best meet the 
Port's objectives and what are the next steps. At this point staff have not 
completed the full evaluation. This is an informational presentation. This is a 
chance for SFWP to present their proposal to the Commission and hear 

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community comments and for Port staff to be in a position to be informed by 
this presentation, listen to any comments and discussions and receive 
direction from the Commission of how they want things considered. Staff will 
be moving forward with the full evaluation against the criteria and the RFP. 
Even though we only received one proposal, we still have to evaluate and see 
if it meets our objectives and whether the Port wants to go forward. 

Simon Snellgrove pointed out that they are not Simon Snellgrove, they are 
Pacific Waterfront Partners. His partner is Alicia Esterkamp and the California 
State Teachers' Retirement System (CalSTRS). They are very much part of 
the development of this waterfront. Of all the things they've done, they 
consider the Piers 1/2, 3 and 5 the most relevant. He pointed out that Piers 
1/2, 3, and 5 was the last project that was approved on the waterfront. That 
was in 2001 in the middle of the dotcom crash. They are well experience in 
managing crashes. At that time, vacancy in the city has risen to 20%. Former 
rents have crashed from $100 to $25 a foot and some of the Commissioners 
very much doubted whether they would get it done. Through the 
Commission's good grace, expert staff and a lot of fabulous public/private 
partnership they formed with the Port, they got it done, albeit 6 years. Eight 
years later, they are proposing another project. This crash is somewhat worse 
than 2001 but they are confident that with a partnership with the Port, they will 
again get this project done. 

In the previous proposal, the Commission saw a somewhat "false" story 
leading thinkers both the private and the public sector, notably the Planning 
Commission and the Port Planning staff that it was a little bit too false. After 
carefully considering the leading architects in this city, they selected Craig 
Hartman of SOM. Craig is recognized as one of the leading architects in the 
world. Since then, they've spent 18 months completely redesigning the 
project, working with neighbors, talking to club members and club owners. 
Craig will present the results today. Craig, in turn, brought on board Pete 
Walker, which Craig refers to as one of the world's dean of landscape 
architecture and Craig will spend a lot of time designing the public open 
spaces. The site in question is SWL 351. They have had an option on the 
balance of the land for the past three years and have been working to 
convince the Commission and the general populace that it is in the best 
interest of the community, the City and the Port to combine these sites. There 
is a lot of talk about taking away recreation and open space, relatively, the 
non-tennis private recreation area relative to the size of the land. A tennis 
court is 7,200 sq. ft. which is seldom used and accommodates up to 4 people 
when it is used. They don't think it's the best use of urban recreation space 
and they will try to prove that case today. Their proposal will demonstrate that 
a better balance is available on this land by balancing the needs of the club 
members and the public and the neighborhood. They will discuss this overall 
concept. The photograph he showed makes the case for why they think 
combining the site with their land and SWL 351 is the best solution for this 
project. Over 50% of the land area will be dedicated to recreation and public 
open space; more than three times the land area of SWL 351 which is 

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currently occupied by a surface parking lot. The residential buildings that 
contain south of Jackson in the shadow of the high-rise buildings, leaving all 
of the land north of Jackson for recreation and public open space. The views 
of the water are preserved for the residents of the Golden Gateway 
Commons. They think it responds to the public's desire for more public 
recreation space and for the club's desire for the majority of the club 
members for more non-tennis recreation space. It creates the most viable 
means for the Port to recognize the maximum economic benefit. He showed 
a slide that reiterates the objectives. It has the main six points that were set 
forth in the RFP. By the end of this presentation, they hope they will 
demonstrate that they will exceed the goals of the RFP which were lofty. 

Craig Hartman, design partner with Skidmore Owings Merrill and architect for 
this project indicated that we are in an extraordinary moment in time in history 
with the opportunity to transform one of the city's most important pivotal sites 
with landmark architecture and open space. If you look at the site and look 
back, the stage has been set for them by the Redevelopment Agency and this 
development and more recently by an act of God 20 years ago in which the 
elevated freeway was removed from our presence. This has set the condition 
for us today, which is exceptional. Not to equate the two authorities but the 
Redevelopment Agency and God have repositioned us with a good 
opportunity everyday with an incredible site. This is arguably, one of the most 
important civic boulevards now in the country. It's a great place, gracing the 
waterfront of a great world-class city and deserves landmark architecture as 
well as public spaces. 

Public parking is a critical part of the waterfront to support the activities but 
not surface parking lot. It's important to accommodate this appropriately in 
this project to support activities of the Port. They also know that given their re- 
opened public space, this edge is not appropriate. They don't want to have a 
place that is not lively and does not present a sense of inclusiveness and 
social vitality along our most important part of the waterfront. They have a 
great opportunity to define this site in a way that is appropriate for San 
Francisco in the 21®^ century. They think that is a role that they can begin to 
mend the void that exists in our waterfront. If you look at the current street 
wall along the SF waterfront, the site across is a void. They have an 
opportunity to complete this edge and very importantly to also create a new 
public open space. Like all public open space along the waterfront, they will 
have art. They have an opportunity to create a very important new work of 
public art as part of the public open space as part of this project. Equally 
important is the reconnection of the waterfront with the northeast 
neighborhoods. Their proposal is to do this by first reinforcing Washington 
Street and secondly to introduce new connections. The first of which, moving 
northward from Washington, is the Jackson Commons. He showed a picture 
of the view from Drumm Street looking over to Embarcadero and above that 
is a grand new park, a neighborhood scaled park called Pacific Waterfront 
Park that would likewise bring a scale of open space to this neighborhood that 
is very much needed. The conditions of access by vehicles and by 

M01 132009 

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pedestrians and bicycles, their proposal is to completely focus pedestrian 
access around the perimeter of the project and to refocus the vehicular 
access along Washington Street. Tliere will be a curb drop-off at Washington 
and a public parking entrance at Washington Street allowing them to have the 
rest of the area unencumbered by vehicles. There will be an active social and 
pedestrian connection around the site and providing at this location a 
secured, covered enclosed place for bicycle commuters to store their bicycles 
within this project. They are removing one existing curb cut on Embarcadero 
so they will be able to mend the ribbon fabric and create a place that is very 
conducive to pedestrian life. 

The program objectives include public open space, recreation, public parking 
garage to support the Port and the ferry development, retail and residential. 
Beginning with the most important piece from an urban fabric perspective is 
the public open space. Starting from the north, the new Pacific Waterfront 
Park would be of neighborhood scale linked through the existing Drumm 
Street but widened Drumm Street garden walk to the new Jackson Commons. 
If you're looking back from the north and south, you see the neighborhood 
scale park in the foreground, the Drumm Street garden walk and the 
recreation court in one story and the residential development which steps up 
to the south. The park in some detail will be anchored on the south side by a 
restaurant. There have been discussions with the operators of the Bistro 
Chalet to operate the new Park Chalet at this location, anchoring, animating 
and giving security to the south part of this park. They proposed to create a 
secure edge so that children can play in this park without venturing in the 
street under supervision but a place that is secure for the neighbors and 
younger children who will occupy the park. This is a social gathering place for 
the neighborhood. Going to the south along the Drumm Street garden walk, it 
will connect to the Jackson Street Commons. The intention is to extend the 
garden park by 30% to make it a wider, more gracious park setting. 

The Jackson Street Commons would be an extension of the park, providing 
outdoor seating for a cafe which will anchor the corner. This will net together 
the urban fabric in a very positive way. The recreation club will be an 
important part of the recreational amenities for the neighborhood. 

Simon Snellgrove showed a rendering of the recreation facility. They've held 
over 30 meetings. They've been at this project for SYi years, long before they 
came to the Port Commission. One of the things they tried to do in those 
meetings with the owners and managers of the club, members and 
neighborhood is come up with a way to have this club transition to serve more 
of the greater neighborhood than just the club members. In the area at the 
termination of the Jackson Street Commons where it meets the Embarcadero, 
they have placed a cafe which would be shared by the club members but it 
will be open to the public. Adjacent to it, instead of the solid green wall of the 
tennis court fences, they've used the edge for the exercise room for the club 
much as the Bay Club does further down the Embarcadero at Battery Street. 
Unfortunately, there has been a lot of misinformation and mistruths spread 

M011 32009 

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around about the project that they are taking away open space and recreation 
space. These numbers are verifiable and factual. The 9 tennis courts that are 
there are not the best use of the land. There are about 20+ tennis courts 
within 1 .5 mile by the Bay Bridge that cannot seem to get enough 
membership and managed by the same people that manage the club. They 
reduced the number of tennis courts to 4. They increased the indoor private 
fitness area from 7,500 to 13,500 sq. ft. feet. They increased the outdoor 
pools and private recreation area from 9,000 to 13,000 sq. ft. The total private 
recreation area has gone from 77,000 to 53,000 sq. ft. However, they took the 
public recreation and office space area, which was virtually non-existent, at 
1 ,500 sq. ft. and increased it to 28,000 sq. ft. which provides better areas for 
children's programs and neighborhood's use. In total, they've taken the total 
public recreation and private recreation area from 78,000 sq. ft. to 81,000 sq. 
ft. He pointed out that 81 ,000 sq. ft. is over three times the area of Block 351 . 
If people say, they are taking away open space and recreation, he would refer 
them to this slide. The club management and members of the club did not 
want the public "walking through" their clubs. They originally had the fitness 
club located in the building itself. So they had to relocate the club house to 
the north. It would give them an open edge but it resulted in, because of 
maintaining some tennis courts, the swimming pools being located on the one 
level above the actual fitness area. They are very patient. They've been here 
for a long time. They are very dedicated to continuing to work with the 
neighbors. They want to meet with all of the people who would like to have an 
input on how they would like this recreation facility to work. They want to work 
with Port staff and the neighbors to make this the best recreation facility and 
public open space in the city. 

Mr. Snellgove indicated that we all know about the public garage and we all 
know about the waterfront. They are passionate because they are also 
neighbors. They are the stakeholders at Piers 1.5, 3 and 5 and are dedicated 
waterfront rats. The parking is huge for them. In order for the Port to be able 
to provide the ferryboat expansion of the ferry terminal and for various BCDC 
reasons, a lot of the parking is going away. There have already been 92 
parking spaces at Pier V2 that were removed. The Port's minimum 
requirement was for them to provide 90 spaces. By combining these sites, 
they are prepared to develop 250 parking spaces. Of the 306 spaces going 
away, they would be in a position to replace 250 of those spaces. Throughout 
this country and the world, the number one reason for the failure of public 
markets is lack of parking. As a huge stakeholder in the waterfront, if the 
farmers market fails due to lack of parking, the retail will fail. If the retail fails, 
the office rents will plummet. The Port values will plummet and they will fail in 
their attempt to revitalize the waterfront. They are making a huge investment, 
a 250 car garage that cost about $36 million to build. This is how serious they 
are about this waterfront. Anybody that says that the people will do their bulk 
shopping or chefs from restaurants will do their bulk purchasing which the 
farmers need to survive is simply not getting it. It doesn't work without 
parking. That is his impassioned plea. 

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They've redesigned the pedestrian entrances which are on the top which will 
service the club and the public. There are pedestrian entrances which will 
service the farmer's market parking and they managed to isolate the vehicular 
entrance as far away from the Golden Gate residents as possible. On 
restaurants and retail, restaurants are the heart and soul of an urban 
neighborhood. Retail is the heart and soul of an urban neighborhood. They 
provide places where people can congregate, meet and a center for 
exchange in the community. They have gone to the greatest extent they can 
to put publicly accessible restaurants at the base of the project. They've made 
the entrance so it could be used in outdoor seating in the winter and in the 
cold summers. The cafe will be shared by the club. In this plan, they've 
managed to get visitor serving retail and restaurant facilities in as many 
places as they can in addition to the private club. 

Craig Hartman indicated as you look back down on the site from the water, 
they've heard about the advantages from public benefits perspective of 
combining these sites. From the perspective of design, they think it offers 
tremendous opportunities. In the plan view, you can see that the residential 
portion of the project is designed in two blocks that are running from north to 
south and between these is a garden which extends the full length of the site 
with an entry court directly off Washington Street. This is a terrific opportunity 
to create a project that has been mentioned before that has its northern edge 
only at Jackson Street as opposed to continuing on as a seawall site does. 
This allows keeping a very minimal footprint to create a project that steps 
down from the tall buildings of the financial center of the city to the 
northeastern neighborhoods with the one story club and finally culminating in 
the park; likewise, the other way, from Davis Court towers down toward the 
waterfront, they are stepping as well. Looking back Embarcadero from the 
water's edge looking back to the City, you can see the Davis Court tower. 
They are using the City Planning's recommended 84 feet height for this 
development. They are making a terrace step in one story along 
Embarcadero and further they are breaking up the mass of the street wall. 
They are separated by seams which will be defined by teak wood. The other 
proposal that was presented earlier, if one were to take that scheme, it would 
extend about 50 percent further to the north at the same height of 84 feet. For 
them, the great advantage is they were able to condense the length of these 
to a much more delicate and shorter length. Looking back from Washington 
and Sue Bierman Park back to the project, the two narrow ends, are broken 
up and steps down with terraces and the rooftop steps down toward the Port. 
Looking back the other way, they are presenting the narrow ends of this 
project to the neighborhoods to the north. The architecture of this building, 
they are striving a landmark architecture. Rather than using the glass box 
approach, they are using a limestone to define the major parts of the building, 
deeply recessed windows that will create light and shadow and trimming 
these windows with teak wood so that this will be a project that very much 
communicates with us as human beings, using natural materials in ways that 
the materials will age gracefully and have a graceful patina. He showed the 
details of the windows. There will be French balconies that the residents can 

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open up and step onto the balconies to create a pedestrian scale kind of 
building fronting the waterfront. This will be a state-of-the-art sustainable work 
of architecture. They are pushing as far as they possibly can, certainly one 
measure of this is the Gold LEED Standard that they will apply to this 
building. Beginning from the top, from the water system, green roof to help 
reduce the surcharge in the winter and protect the bay, to use a high 
performance glass system and shading devices and use geothermal for 
cooling the building. This will be a building which has a very minimal footprint 
not only physically on the site but also a minimal ecological footprint which is 
critical as we think about our City going forward in this century. 

Mr. Snellgrove indicated that the Ferry Building waterfront area public garage 
is one of the clearest benefits to the Port and the community. They have 
offered well above market place land price. They've offered participation rent 
in the garage and the restaurant at Pacific Waterfront Park and 28,000 of 
open space with a pledge to maintain in perpetuity at no cost to the Port. The 
will build a sustainable park - 81,000 sq. ft. of recreation and open space over 
50% of the land area. Retail and restaurants further animating and securing 
the neighborhood and the potential for the Port to realize up to $60 million in 
tax increment bond financing to assist the Port in meeting its capital. All of the 
property taxes could be joined from their land to the Port land and put into a 
tax increment bond financing. They have a proven commitment to the 
waterfront. There has been speculation in the press and the City that may be 
this is not the best time in the economic cycle to bid this project out. 120 
people looked at it and they are apparently the only one left standing. Given 
State Land's restriction on this site, this site could only be a hotel as the 
highest and best use without an exemption from State Lands. They are 
proposing to solve it by swapping the land which is occupied by the park and 
paying for this land and giving the Port the land again for residential which is 
the highest and the best economic use. In the event that they are forced to 
develop the land without Block 351 , it would be even more difficult for other 
developers to develop Block 351 . They think that further explains why other 
people didn't bid. No matter what part of the economic cycle we're in, they 
don't think that the Port can attract other bidders on a stand alone basis with 
anywhere near the financial benefits that they have offered. It's extremely 
costly to respond to an RFP. They have many good sophisticated colleagues 
in the development business in this city who knew that they would be up 
against somebody who could combine the sites. The fact that people didn't 
bid on the stand alone site, he thinks it has to do with the economic cycle as 
much as it has to do with the comparative viability of a stand alone site. 
While the economic climate is worse than it was in 2001, they believe in the 
right place in the cycle, it will take them until mid-2010 to complete the 
entitlement process and draw the drawings. It would take approximately two 
years to build the project. This would put them in the market in the middle of 
2012 which is four years since the recession occurred. They believe that they 
are in the right part of the cycle and this is the right time to do this project. 
They believe sufficiently that if they aren't able to combine the sites, they will 
move with the project for the land that they owned. They don't think it will be 

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easy. They sincerely hope that they have the Port as partners. It would be 
hard work but they will get it done. 

Kathleen Diohep indicated that staff are not yet presenting the business terms 
such as the exact rent, the deal structure because that's what staff will be 
analyzing in the next six weeks or so. We are reviewing the proposal, we are 
underwriting the financial wherewithal of the partners, of the proposal in a way 
that we can show the Commission our options. We are also going to use a 
technical panel to score this process. The Port put out the objectives, did we 
meet those objectives? We will present that back and assuming that we move 
forward, the next potential action would be staff will come to the Commission 
asking for an authorization to award this development opportunity to SFWP 
and to authorize staff to negotiate an exclusive negotiation agreement which 
is the first step in the process of getting through the entitlement process. It will 
probably take until the middle of 2010 to get through the entitlement process. 
There will be many points in the process that staff will be back in the 
Commission. There will be points where the Board of Supervisors will review 
the project. State Lands will review the project and there will be points for 
public comments along the way. She acknowledged members of the 
Northeast Waterfront Advisory Group and that they will be discussing the 
proposal on February 4, 2009. The community is welcome to attend the 
meeting. The advisory advises, discusses it and sometimes in that type of a 
setting which is a little bit less formal, more ideas and more cross fertilization 
comes forward. That's the next presentation and time to discuss this 
proposal. Staff will be putting a staff recommendation for the Commission at 
its February 24, 2009 meeting. 

Toby Levine congratulated Commissioners Fong and Shakofsky. Ms. Levine 
indicated that she feels that this project has made enormous steps since the 
last time they saw it. First in the delicacy and interest as far as the 
architecture is concerned and the way the open space has been revised. 
SFWP and the architects need to be commended for that. The way the 
current situation is now, there is a high, off putting fence which separates the 
pedestrians and the public from that space. They've tried very hard to make 
one have the sense that the privatized open space is actually somewhat 
public, which is a good step. Secondly, she asked the architects to take a 
careful look at the frontage along the Embarcadero particularly when we 
move along from the club house down the street. Some previous proposals 
have excluded the public from the Embarcadero. The cafe would be 
somewhat of a help. Hotel Vitale can be considered as a model. Even though 
you are not going there to drink, there's a feeling that you're participating in 
some way because it is open. She noticed that around the City, in particular 
the waterfront, there are few facilities for young children. This might be a good 
opportunity to put a nice top lot at one part of the open space. The only one 
we have at the waterfront is at the ballpark. That might be a great benefit for 
families with children that come to the waterfront. There is an enormous 
progress in the project and the fact that it would be a LEED Gold is a big thing 
to consider. 

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Janet Griggs, Board President of CUESA, indicated that they support this 
project not just because it provides them with something that they see is 
essential to the continuing growth and success of the farmer's market which 
is the parking but also because it provides the market with potential shoppers. 
Having a residential project across the street is positive and preferential to a 
hotel. As much as we like tourists in town, they do not provide the kind of 
support the farmers need. She knows that many people come to farmers 
market and see a barrage of people. If you look closely, those people are not 
overwhelmed with shopping bags and purchases. They are out there enjoying 
many of the qualities of the Ferry Building but they are not supporting the 
farmers. Having residents so close is essential to their success. She hopes it 
were true that a retail operation can survive without parking but we cannot 
wish away reality. CUESA is very much a supporter of this project. She 
appreciates what SFWP has already contributed to the Embarcadero and 
they hope to see this as an additional contribution. 

John Fa, Golden Gate Swim and Tennis Club Member, indicated that he is a 
frequent user of the swimming pool and the fitness centers but a less frequent 
user of the tennis courts. The add-on membership is a bit above his weekly 
allowance. Having the opportunity to see today's presentation, he expressed 
his support of SFWP. It's an excellent utilization of the existing parcel and 
he's constantly frustrated with the existing fitness center from showers not 
working to the deterioration of the facility. It's a long overdue upgrade that will 
benefit not only club members but the broader public. If anybody has been to 
the Park Chalet on a Sunday afternoon and have seen an opportunity for kids 
to be out playing, what a wonderful amenity that would be on this side of the 
city. It gets good weather and it would be a fantastic opportunity to bring 
families back to downtown. 

Dick Glumac, former tennis player and member of the Golden Gateway tennis 
club, indicated that since 1985, he took up windsurfing and sailing and gave 
up playing tennis because things change as you get older. He's known Mr. 
Snellgrove for many years. Therefore, anything he touches turns out to be a 
good and viable project. He urged the Commission to approve this project 
and get on with it. 

Bill Sauro, President of the Barbary Coast Neighborhood Association, 
represents about 5000 residents and businesses in the area. Many years 
ago, the Embarcadero freeway was a horrible wall separating the 
Embarcadero and the waterfront from the City. Their problem and the 
problem of their members is that this project is still too large. 94 feet is still a 
huge mass on the Embarcadero, that's the height with the air conditioning 
towers of the proposed building. We captured the Embarcadero and the 
waterfront and now we will put this massive residential complex right in the 
middle of it again. It's like another freeway and he does not think it's good for 
the City. In addition, if you hand the project over to the SFWP, it's basically a 
sole project. It's a one bidder. It's not a competitive situation and he's not sure 

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whether the terms that the Port will be getting are 100% of what they could 
be. Some caution is needed at this point. The Port needs to take a big look at 
this project and think about the entire area. The area around the Ferry 
Building could be the City's gathering place like Millennium Park in Chicago 
and SWL 351 could be an integral part of that. He urged the Port to take 
some caution and some time on this. 

Charlotte Mayfield, Golden Gateway resident, indicated that she plays tennis 
a lot. SWL 351 should have a gas station on it not a huge structure that Mr. 
Snellgrove is proposing. A gas station is badly in this area. This is such a 
small area, 2/3 of an acre, and he's proposing to build a huge structure. He is 
alone in the bid. He could do whatever he wishes. He bought the property 
from the owner of the property, Mr. Tim Fu. This club is the most wonderful 
place in the world because it has two beautiful outdoor swimming pools on 
the ground level. It's beautifully landscaped. They have 9 tennis courts. It 
would cost $140 to join the club and $88 monthly fee. She does not think 
that's too much money for many people. She lives on the 10^^ floor and it is 
one of her great delights that she does not have to climb to the roof to go 
swimming. There is already a huge garden space and a green land. She does 
not exactly know all the various things that Mr. Snellgrove is proposing but the 
restaurant would be nice. She does not mind sharing a restaurant with 
anybody. 

Ernestine Weiss indicated that her career has been in real estate. In her 
entire life, she's never seen a worse project than this. This is the wrong place, 
the wrong time, the worst plan. We don't need condos. There are a million of 
condos going up around here such as the Rincon Hill. They don't have 
garages. People want to walk to work. No cars - that's the whole idea. There's 
enough congestion on the waterfront, especially with the Exploratorium and 
all the other developments coming down the line. She defeated the garage 
under the ferry park for the very reason that it's not feasible. We don't need 
any more traffic. They can't get to the bridge right now. This project is located 
in the worst location. In real estate, it has to be location, location. We took 
down the freeway and we're happy that we have a beautiful boulevard. We 
don't want to mess it up. This open space should stay the way it is. Two 
swimming pools are gorgeous there. They don't want them combined with a 
building. They have a good membership in the club. Building up to the edge 
of the street is unbelievably poor planning. First of all, you're snuck up against 
400 Davis Court which is ugly. This is the wrong kind of land use planning. 
The Port has been through these things before. How can you even entertain 
it? If he's the only one interested in this project, doesn't that tell you 
something? No one wants to build here because it's the wrong place. It 
doesn't look good and it's very confining. Leave it alone; if it's not broke, don't 
fix it. Scare tactics don't work. A garage is not needed. Ferry Park is lively 
with all the events she encouraged to come down here by producing that 
park. They need a little peace. This is poor investment. She would not invest 
a nickel in that location for a project like that. You have to be in real estate to 
know about planning, to make it a good fit for the neighborhood. The 

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neighbors don't want it. Nobody wants it. Simon and the ferry market are the 
only ones who want this project. Ferry marl<et can get rides for people to 
come down to the waterfront and shop. 

Frank Rollo, Rollo & Ridley, indicated that this is a well thought out and a 
wonderful project. He's had the honor and privilege to work with Simon and 
Alicia before. They do first class work. Frankly, a gas station on that site is not 
the right call. He urged the Commission to move forward in these tough 
economic times. We should not sit and debate over speculation. Simon has 
presented the facts, a new club and parking. Maybe he heard something 
different than the others but he urged the Commission to move forward with 
this project. 

Russell Jackson, Lafitte, indicated that he is a restaurateur and chef owner of 
the Pier 5 project. He was also anointed by the SF Business Times as the last 
great chef hope for the San Francisco waterfront which is unfortunately not 
helping his God conflicts at all. As a chef and restaurateur operator in San 
Francisco, his business is predicated on the ferry building and the market. He 
is deeply concerned about the lack of parking and the recent reduction of 
parking in the area. It's made it quite difficult for them, not just speaking for 
him but on behalf of some of the other chefs who frequent the waterfront 
every week. He shops biweekly at the farmers market and he finds it nearly 
impossible to buy the quantities of food and goods necessary to run his 
business. It's certainly due to several things beyond the fact that the parking 
is making it difficult for the farmers to feel comfortable to come down to the 
waterfront. It's a difficult job for them. Their days are extremely long and it's 
hard for them to get in and out quickly to do their jobs. As a restaurateur and 
a small business owner, he urged the Port to move forward with this proposal. 
It not only provides a permanent solution for the neighborhood's parking but 
most importantly, it provides them additional residents and retail, further 
adding to the vibrancy, bodies and energy on the waterfront. He asked the 
Commission to get this project moving forward. 

Lee Radner, chair of Friends of Golden Gateway, congratulated 
Commissioners Fong and Shakofsky. Mr. Radner pointed out that the City 
Attorney's office has been asked to look into whether the court would likely 
find a violation of State conflict of interest laws if SFWP were to be awarded 
this development contract. Well over 100 emails between the Port and the 
developer have gone back and forth on the property prior to the release of the 
RFP. The correspondence covers topics such as parking studies for the site, 
CEQA issues, sewer assessments, right of ways and construction cost 
estimates. The Port should not, at this time, proceed until this legal issue is 
resolved. They feel that the RFP was designed to favor SFWP. This 
somewhat cloud of collusion must be first addressed. The Port's own PR 
director publicly stated that it if weren't for the serious financial downturn, we 
would probably have had a lot more proposals. They can't understand what 
the rush is. As far as the club is concerned, he can't wait for the 700 or so 
members of their tennis club to be contacting him on what was said today 

M01 132009 

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about the need of only four tennis courts. It's unbelievable. They will be doing 
without the Junior Tennis Program. The 600-700 young people who come to 
this club every summer. Many of whom are on scholarships to learn tennis, to 
swim. The Special Olympics group, the Senior Aquatic groups are all going to 
disappear. This is what this neighborhood has been all about all these years. 
As far as park on the corner, which is not much more than the size of a tennis 
court or basketball court, it's not going to benefit the City. As a smoke screen 
for transferring SWL 351 from its present public trust status, there's still no 
overall plan on the Embarcadero since the original Waterfront Land Use Plan 
was established over ten years ago. He asked that we wait and review the 
plan and update it and not do this kind of spot development. 

Jonathan Stern read a letter from Jonathan Middlebrook. It states, "My name 
is Jonathan Middlebrook. I own a condominium in the Golden Gateway 
Commons. I am a member of the Board of Barbary Coast Neighborhood 
Association, though I do not speak for the Board or the Association, as by 
now will have been made quite clear by some of my neighbors who have 
already spoken. In general, I support a particular kind of development of Port 
property, especially development of the unsightly, drug-activity-attracting 
parking lots in the Northeast Waterfront District. And in general, many of my 
neighbors also support development, but their support is for development 
which will neither give the Port reasonable income, nor be economically self- 
sustaining. We all want parks and access to public open space, but especially 
with regard to SWL 351, you commissioners and we members of the public 
need to look very carefully at the phrase "public open space." The most... I 
want to say elegantly organized opposition to residential development of SWL 
351 is FOGG, "Friends of the Golden Gateway" Tennis and Swim Club. Their 
opposition is based primarily on two dubious claims. One is that any 
development of what they think of as "their land" must replace the nine 
existing tennis courts with exactly nine new ones. FOGG's second dubious 
claim is that their Tennis & Swim Club is a public facility. It is public in the 
sense that a medium-price restaurant is public. When I was a member, with 
my owner's preferential discount my membership in the club cost $125 a 
month. Modest perhaps, and the club has no membership committee, so 
even Groucho Marx could join. Modest that is, for a private club occupying 
property on a month-to-month lease of some of San Francisco's most prime 
land. But such a private club is in no way public open space. It's a private, for- 
profit operation and is subject to the swell laws of the private sector. Even 
though we're all in a gut-churning economic collapse, the Port appears to 
have an offer to develop its land. The Port can beat President Obama to the 
punch in providing San Franciscans with high-paying, hard-hat jobs, without 
"destroying" the waterfront and with improving the current club, overall. 
Moreover, last I heard, that developer was willing to deed, in perpetuity or 
whatever the legal word is, a portion of his development to true, public (that 
is, no fee) access and use. That developer-why be cute? He's Simon 
Snellgrove - also has quality work in place, on our waterfront. A walk on Piers 
1 V^, etc. are demonstration that what he builds is truly excellent stuff, not only 
public accessible, but invitingly so. So: I have not seen the latest version of 

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his proposal (and I have told him of my reservations about the earlier 
proposal), but I suggest that you Port commissioners and staff work very 
closely with him. Write grinding contracts, stick it to him, get performance 
bonds and so on, and get design concessions, 40' or even lower height limits 
on The Embarcadero. But work to improve the proposal you've got, rather 
than waiting for a better one, a better proposal that has not been offered in 
response to your last two RFPs. Thank you for listening to me." 

Jeffrey Leibovitz indicated that he counted nearly 30 mentions of open space 
and park. It's hard not to support a project that for all practical purposes is 
about a park. It's hard not to support a project for all practical purposes is 
about 250 parking spaces when we have 300 parking spaces leaving. 
Whatever you get, get it in concrete. Don't get it in writing. The Port and the 
developers in his part of the woods, at South Beach, have not lived up to their 
obligations. They have not lived up to public improvements that were agreed 
to. The Port made out with $17-$18 million. There's $20 million sitting in the 
account earning interest but we still don't have 65,000 sq. ft. of public 
improvement on the waterfront. If you do support this project, do it in a way 
that you get the improvements up front. It's a handsome project. It reminds 
him about Vancouver. When they do the public improvements around the 
building, they take into consideration the pedestrian element. It's a handsome 
project. It has great materials. It looks nice. It will add to the waterfront but 
we've seen this over and over again. A lot of blah blah. Get it in concrete that 
means get your public improvements up front, get your park, get your 
walkways, and get your trees. Get all of that and get them first then let the 
developer do the for-profit part of this development. Don't make the same 
mistake they did. 

Jim Eggert, 550 Davis resident, indicated that there are a lot of discussions 
about open space. He asked the Commission that will be voting on this issue 
to merely stand at the corner of Washington and Embarcadero and look up 
and see an 8-story building. At the present time, everybody is discussing 
open space. Go around the corner at Drumm and Davis and stand and look 
up and think of 8-story straight up. What the Port is voting right now is 
destroying the open space in this area. There is so much open space. There 
is Hotel Vitale and all of a sudden, you will put up an 8-story building at 
Washington and Embarcadero and you're destroying the neighborhood. 
Those towers were built specifically so there would be open space, 
recreational area. It's unfortunate that Perrini, the developer of the towers, did 
not have restrictions put on it. They should have. When you look up there, 
look at the tennis courts and all that area, it's all low. All of a sudden, the Port 
is committing itself to a completely different make up of the waterfront. Some 
other people mentioned Chicago. The Port should consider the whole 
development of the Embarcadero. He does not support this project. 

Sue Hestor indicated that the public information is limited to what they got 
from the computer. She's hoping that the Port will make the entire file 
available yesterday as well as all the presentations that Mr. Snellgrove put up 

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that they couldn't read. Secondly, when Golden Gateway was developed, 
they were planned developments. They were rental housing developments. 
There were amenities built in and one of them was a tennis and swim club. If 
you look at the application not for SWL 351 but of the project itself, it's 
submitted by Golden Gateway Center and Mr. Snellgrove. Golden Gateway 
Center has had no incentive to do anything to make the tennis and swim club 
look good or improve over the past ten years as they have been trying to 
develop and it is in their interest to present a terrible perspective to the public. 
All of the fences that don't look good are the responsibility of the developer, 
not the tennis club. The parking that is going to come is four years from now 
or may be 3 years from now if they open the parking before they open the 
housing. All the people who are wishing a magical solution for parking, you 
better be able to survive 3-4 years because that's when you will be able to get 
parking and when it's under construction, the parking will disappear. What we 
need is an overall plan for the western side of Embarcadero. The Port did not 
use a good job of that when they did the Waterfront Land Use Plan. It needs 
to be done. We still see the rear ends of redevelopment projects. We don't 
have an attractive west side of the Embarcadero. We don't have a plan for 
circulation and open space. If you take the area from Vallejo to Howard Street 
where the Embarcadero freeway was up, the Port was the major land holder 
along with the Golden Gateway Center and the Embarcadero Center and 
whoever owns the Alcoa Building. The Port has abandoned their 
responsibilities and they have abandoned their responsibilities to first plan 
circulation, open space, an attractive perspective rather than taking this lot 
and for the first time ever, the street wall goes right up at the sidewalk. 
There's no other place on that section where there is a street wall on the 
sidewalk. The Port is setting in place unless you do the planning first, a 
terrible decision that is an interruption of this. We need an overall design, 
open space and use program for the western side of the Embarcadero. Who 
are going to be the residents? Are the people going to live there or are they 
people who have a pied-a-terre because these are expensive condos which 
we have super abundance in construction? 

Evan Matteo, business owner on the waterfront, indicated that he and Chef 
Russell Jackson are building Lafitte Restaurant at Pier 5, is in support of this 
project. This project and the development of SWL 351 will be very good for 
his business, for the ferry plaza and for the City as a whole. From the point of 
view of a restaurateur directly across the street, the project will further 
activate this portion of the Embarcadero. It will add foot traffic. It will add 
residents who will hopefully be patrons of their restaurant. From the point of 
view of the ferry plaza, the additional parking is essential. It helps their 
business. The ferry plaza is dependent upon parking as any large shopping 
area where people come to buy groceries, organic fruits and vegetables. 
People need to be able to drive to be able to make their purchases and bring 
them back to feed their families and to cook in their restaurants. From the 
point of view of the city, having an economically self-sufficient project can only 
add benefits to the City. In general that's a good thing. In these tough 
economic times, it's doubly important. It's wonderful to see a project of this 

M01 132009 

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I 



caliber potentially going up on this space. It's doubly wonderful to see a 
financially capable developer who has the means to follow through on the 
project and be behind it. People have talked about open space. He thinks this 
project does add significant open space. It's truly a public open space. It's 
open space that he can bring his 2-year old kid to enjoy much as they do at 
Park Chalet that he does not have to pay a large monthly fee to be able to 
enjoy. It's something that would add tremendously to our City and our 
waterfront. 

Veronica Sanchez, Master Mates & Pilots and Inland Boatmen Union, 
indicated that as she's testified on several occasions, both of their maritime 
unions are dependent on expanded ferry service on the bay. She reminded 
the Commission that the development of SWL 351 and replacement parking 
at that site is a linchpin to expand the south ferry terminal. The expansion of 
those projects is funded by State bond money and regional toll money. It's 
interesting that the SWL project is not only providing benefits in terms of 
recreation for the local community and business enhancements but it's also a 
linchpin for a regional transportation benefit that both their unions fought very 
hard to get because they are a source of union jobs. It's a benefit for 
commuters and for emergency response. This is a wonderful effort. Mr. 
Snellgove has done a great job to balance these interests. She's been a 
waterfront rep for many years. She was here during the earthquake. She filled 
up her car with a tank of gas at the corner gas station. This is an incredible 
amenity. She hopes that we go forward as opposed to continue to urge for 
more planning which will continue in the horrible stalemate that we've been. 

Tim Colen, Executive Director of SF Housing Action Coalition, on behalf of 
the 85 member organization, indicated they strongly support this project. He's 
stunned at the magnitude of what the city gets out of this, how the Port and 
the waterfront are improved by this project. He looks at a lot of proposals that 
are submitted to the City and if there's a better deal going, he'd like to see 
where it is and what it is. On the question of the height, they think that 84 feet 
is an entirely appropriate height for this project. It's one third the height of the 
adjacent Gateway Center. It's 1/6 of the height of the adjacent Embarcadero 
Center, the closest commercial building. It doesn't register in terms of scale. 
This is modest height in an entirely modest residential proposal that will 
provide a lot of affordable housing under the City's inclusionary housing 
ordinance. This is not something easily to be overlooked. They were 
surprised at the second RFP, not surprised at the lack of response to it but 
that the City might jeopardize a viable and excellent proposal to look around 
yet for more interest. One of the problems that the Port does not have at this 
point is too many proposals being thrown at it to bring revenue and to help the 
Port address its crushing capital and infrastructure needs. On the question of 
planning, the City has a northwest waterfront plan, produced a decade ago. 
It's an excellent plan but what we see in San Francisco is a strong will to plan 
and to talk about planning and to plan but not such a strong will to take action 
and to actually implement what it says. They think this project is entirely 
consistent of what's been put before. Again, you don't get many better 

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proposals. It would be a shame to miss this opportunity. The conditions we 
see out there are grim and getting worse by the week. You have a live one in 
front of you. He does not thinl< it makes sense for the city to turn it down and 
say we'll wait and look around to see what's better. He urged the Commission 
to go into negotiations with SFWP now and start working on this. 

Fred Allardyce, neighborhood resident, thanked Mr. Snellgrove and Mr. 
Hartman for such professional attempt to try to make this work. Over time, we 
might come up with something that will work for all of us. This site which is 
claimed 84 feet zoning never had the zoning put on it by the City Planning 
department at any time, ever. It never had that zoning put there through a 
process of normal planning. That was put there by CalTrans in 1948 to build a 
freeway. We struggled with this issue on the hotel site at the corner of 
Broadway and Embarcadero where the Port had adopted a Land Use Plan 
that called for 44 feet type of hotel. Subsequently, the neighbors got outraged 
that they increased it to 84 feet because there was a zoning for 84 feet 
freeway there. They got Supervisor Peskin to rezone that to 40 feet. Before 
this process gets passed the Planning Department, which the Planning Dept. 
will probably approve it because of how politics work that it will be rezoned to 
40 feet or less. He pointed out that there is an overseer in our community, 
Dean Maoris has gotten a lot of creative things done in the history of our 
town. Now, he's proposed a Millennium Park for this entire area similar to 
Chicago to go all the way from Mission Street to Broadway to include all the 
private and public lands in that area, a 24-acre park. He's got $1 10,000 in his 
budget this year to pursue that. That would include the seawall lot we are 
talking about and the swim and tennis club, the private property that all could 
be zoned for a park and its particular uses that would be complimentary to 
how the Chicago Park is done. It may be a little premature. He's not going to 
suggest approving what Simon wants to do because it's the only thing the 
Port got, in absence of the fact that the whole neighborhood wants it to be 
open space and green. In absence of that, it's a great project but there's a 
conflict with San Franciscans that have their political friends on their side. 

Commissioner Michael Hardeman commented that he has not learned a heck 
of a lot because almost everything we've heard, we've heard before. He 
thinks that we need to get on with this project. We need to move this along. If 
you listen to Mr. Salinas, his old Mission Dolores friend, he didn't tell you that 
he went to Mission Dolores, the best boys high school in San Francisco. He 
was living in the projects on Potrero Hill and he lived at other places after the 
project. They are sort of spoiled brats. They had to obey, even if they didn't 
want to. If you listen to Mr. Salinas, his job is to represent working people. 
They didn't think that, when they got these jobs, they were going to have 
strong feelings. Once you become a union rep, your job is to take care of 
thousands of families, their healthcare and their pension. His local's pension 
is down 28%. He also sits on the Office Workers Pension Fund and it's also 
down. A teachers union is coming to the Port with this project and we keep 
delaying it. He's grateful that they are sticking around. We don't need a 
project that is not willing to happen. We saw what the developer did for Pier 

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I 



1 .5, 3 and 5. The real proponent of this project is the Teachers Union. Without 
them, there's nothing. This project was put out to bid again. He predicted 
there would be no other bidders and there weren't. We're back to only one 
bidder. We should have done this a year ago. It creates jobs and it looks nice. 
If you listen to the different opinions about the heights and open space, 
unless you're a tenant at Golden Gateway and you want to look down at the 
tennis courts. Outside of that, he has not heard a good argument of why not 
to do this project. He hopes that we move this project along. In his own 
personal opinion as a Commissioner, he wants to expedite this project as fast 
as we can. He hopes that we adhere to the schedule and move this project 
along. 

Commissioner Stephanie Shakofsky thanked the presenters and the sole 
responder to the RFP that the Port put out. This is a very handsome project 
and looks fonward to the continuing public comment and urged Port staff to 
work hard and aggressively with the RFP responder as well as the community 
and hopes to see something at the next Commission meeting. 

Commissioner Rodney Pong indicated that he is encouraged by seeing this 
latest round. It is a handsome project. He knows of other projects that they 
worked on particularly the Cathedral in Oakland. It's a beautiful piece of work. 
He looks forward to seeing the evaluation and scoring the RFP response as 
we move forward. There are many more steps to be done. He is encouraged 
to keep pushing forward and seeing what the next step brings us. 

10. MARITIME 

A. Informational Presentation on Port Maritime Cargo and Warehouse Market 
Analysis . 

Jim Maloney, Maritime Marketing Manager, indicated that the purpose of this 
study was to look at the Port's current status of infrastructure and warehouse 
and current cargo situation and recommend to the Port, based on what's 
going on with the market and other ports and what type of available cargoes 
are moving in and out of the U.S. and where we should be focusing our 
marketing efforts going forward. Part of that was to also take a look at the 
economic impact of any potential cargo opportunity. Part of that being how 
many jobs and how many good paying cargo related union jobs would be 
created in the southern waterfront. In 2001, one of the recommendations of 
the study was to go into the bulk market. As a result of that study, the Port 
went into the bulk aggregate market. At the end of 2001 , Hanson Aggregates 
opened their facility at Pier 94. He showed a slide of total bulk tonnage at the 
Port: sand being mined from the bay; aggregate imported from British 
Columbia since 2001. The tonnage has grown dramatically. Sand and 
aggregate are combined along with cement to make concrete. Part of the 
whole strategic decision process was to relocate a number of concrete batch 
plants in the southern waterfront. Bode and Cemex both located concrete 
batch plants in the southern waterfront and use much of this aggregate for 

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concrete batching. At the latter part 2007, Cemex started importing aggregate 
of their own. This has been a strong commodity right now. This represents 
$2.6 million a year in revenue to the Port. Currently, the market is slow and 
somewhat in negative growth, which is a factor of the current economic 
situation. This is dependent on the building trades and with the softening of 
the market, the imports have slowed and stabilized and slightly decreased. 
Another recommendation of the 2001 report was for the Port to get more 
heavily into the breakbulk market which we have done. He showed a slide of 
the tonnage of breakbulk cargo since 2002. Steel represents a vast majority 
of the breakbulk cargo. It is also tied into the building trades. A lot of the steel 
are rebar, pipe and other products that are used in the building trades. We 
hope that in the near term with the new administration coming on board and 
having more focused on infrastructure projects that this might help both the 
bulk and the breakbulk cargo coming into the Port. We are also trying to 
utilize the fact that the Illinois Street Bridge is giving rail access to the Port to 
help us diversify our cargo mix. 

The study also took a look at Northern California ports in general, analyzed 
what the other ports of the region including Sacramento and Stockton are 
doing, what type of cargoes they are achieving and what type of success 
they've had and made recommendations based on what they are seeing 
other ports are doing as well. Some of the implications that were noted in the 
study are the Port's key and more stable line of business is bulk cargo. In 
order for that business to grow, we need to identify a new bulk tenant. Staff is 
looking into that. We have the space at Pier 96 potentially to add a new 
tenant who might want to bring in or export bulk cargo. The breakbulk at Pier 
80 has been unstable especially as of late. The business of steel fluctuates 
based on the downturn of the market plus the downturn of the value of the 
dollar hit the volumes of incoming steel. Of the key impediments that we see 
to the growth of the cargo business is the freight rail access. In particular, the 
tunnel clearance issue in the Peninsula that was discussed in the past. 

Some potential new cargo opportunities that the report recommends we focus 
on are project cargo. The biggest part of that being the windmill business. 
Windmills and wind energy represent less than 2% of American energy 
production. The American Wind Energy Association believes that could go up 
to as much as 20% of all U.S. electricity production. The volumes of 
windmills that we see coming in do bear that out. There is a bit of slowdown in 
projects in 2009 but we believe that is a very key opportunity for the Port. 
They also recommend autos as an opportunity of cargo that the Port should 
be pursuing and we are talking to some Chinese auto importers and domestic 
auto importers. They also recommend that we take a look at breakbulk and 
containerized fruit. That is a good opportunity cargo based on what they are 
seeing on the rest of the Coast and other parts of the country with some 
issues that need to be addressed such as fumigation although some fruits 
such as bananas and pineapples come in full containers and don't require 
fumigation. There are opportunities where that process need not be done at 
the Port. 

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Finally, the study recommends and gives us a focus on our marketing efforts, 
they recommend that we diversify our cargo mix away from just steel and 
looking at other types of cargoes and increasing our steel opportunities and 
utilize the rail capability that we now have and address some of the other 
challenges that the Port currently faces. 

Commissioner Michael Hardeman commented that the cargo on the ship in 
the picture looks like giant cigarettes. Mr. Maloney indicated that they are in 
fact windmill towers. We see those ships going up the river to Stockton. We'd 
like to see some of them turn right when they pass the bridge and come to the 
Port of San Francisco. Port of Stockton has done a very good job of capturing 
a good chunk of that business over the past year or so. We'd like to feed off 
some of their success. 

Commissioner Hardeman asked if there are any requests from Australia to 
bring in oranges again like they did a couple of years ago. He asked if 
fumigation is still an issue. Mr. Maloney replied that we've not heard from 
them but would like to go down and speak to them again. They have not 
approached the Port about possibly coming back and giving it another try. 

Eric Smith, SF Bay Railroad and Waste Solutions group. Port tenant, 
indicated that they have been working closely with Port staff about looking at 
increasing freight service to the Port. They have been extremely helpful. 
Director Moyer has been wonderful. As Jim mentioned, there have a lot of 
queries about what we can do, the Port capacity, etc. They've been looking at 
the potential for jobs and growth. We have to continue to do that. We're 
excited about these possibilities and hope we can continue this dialog and 
work with Union Pacific and others. 

Joe Boss indicated that one thing that he's always brought up is there is the 
high and low of thinking of the Port as a port. Financial situation and what's 
happened in Oakland and everywhere else but we need to have this 
Commission and the rest of the City and County of San Francisco understand 
the importance of just even a tiny thread of maritime and cargo. He's pleased 
that we are refreshing that report. He's all for anything that we can do. 
Obviously, we don't want to do something that you're going to lose money but 
even on a break even basis, it's a lot easier to go to State Lands and say that 
we are doing maritime too besides cruise. 

Frank Gaskin, Local 10 Business Agent, indicated that they have a good 
relationship with the Port of San Francisco and the superintendent from Metro 
who handles all the freight in San Francisco along with the cruise ship. They 
want to make sure that work keeps coming to San Francisco and keep San 
Francisco busy. 75 years ago, they formed their union on the waterfront. This 
is where their history started. They want to keep San Francisco alive with 
passenger ships and freight and everything. He urged the Commission to 
keep cargo coming to San Francisco. 

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Dave Butz, Metropolitan Stevedoring Company terminal manager, indicated 
that they recently took over as the terminal operators for Pier 80 in July. He 
thanked Jim for his presentation. He was curious that a gentleman earlier was 
stressing the importance of the Commissioners being keenly interested and 
maintaining the Port as a working port not just condominium complexes, 
hotels and open spaces. He could see that when the room emptied out, there 
was not much interest in what we are discussing now, which is unfortunate. 
He is the terminal manager and the bay area cargo operations manager for 
Metro in the bay area. They are looking forward to doing whatever they can 
do to facilitate more volume and business within the Port of San Francisco. 

Commissioner Lazarus commended the report. The report is very readable, 
understandable, direct and would seem to be a great road map and set of 
guidelines. She commended staff. Under Peter's direction for a number of 
years, the bulk cargo, breakbulk cargo has been a niche that the Port has 
identified in its pursuit. As a Commissioner, she is very supportive of these 
efforts. As Mr. Butz mentioned, it is interesting that the room emptied out 
when we focus on maritime which is too bad because she'd like for everybody 
to recognize that it does continue to be a priority for the Port. She hopes that 
the Commission would continue to get updates and there's been some 
discussion before about the clearance issue and the tunnels and hope that 
the Commission can get an update on that soon because it seems to be a 
major obstacle and one that if it could be solved could lead into some major 
improvements and increases in what we are trying to do. She thanked staff 
for their diligence in this area and to the people who were responsible for the 
report. 

11. REAL ESTATE 

A. Status Report of Port Month-to-Month and Holdover Property Agreements . 

Susan Reynolds, Deputy Director of Real Estate, congratulated 
Commissioners Fong and Shakofsky and looks forward to working with them. 
She also thanked Commissioner Brandon for all her help and support in the 
real estate department. She updated the Commission on the status of 
holdover and ongoing month-to-month agreements. She's sure that the 
Commission has read in the newspaper and heard through the Board of 
Supervisors that they are very conscious of what we are doing and wanted to 
make sure that we keep on track of bringing our rents to market which we still 
have room to do in some cases, even in today's market and be conscious of 
sticking to policy when it comes to month-to-month leases and bringing things 
forward both to the Commission and to the Board of Supervisors. The Board 
recommended that we provide reports to them on our month to month leases, 
with current monthly rents, premises locations, and commencement dates of 
leases, licenses and agreements, tenant information and reason for the 
month to month term. Their concern is that we're booking things month to 
month to preclude things going forward to them, which we are not doing. As 

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the Commissioner heard last year when staff presented the information on the 
holdover leases, it's a backlog that we are churning through and with the help 
of the Department of Real Estate (DRE), we're making some progress. The 
budget analyst wanted to make sure that we were following leasing policy 
both to the City through the Port and the City ordinances. This is an overview 
of the Port leasing practices. We are increasing our rents. From 2003 to 2007, 
we have gone from $56 million in revenues to $65 million in revenues and we 
hope to continue to have that increase with a good quality tenant. We are 
trying to reduce the labor intensive process of our leases. The process from 
application to getting a good sustainable tenant and not have the process 
take so long. We are moving forward on this. This is an update of the 
holdover lease process. We have 149 agreements. When we started the 
holdover process, we started with the highest impact to our revenue. As we 
get down to our month-to-months, it's not a significant amount of revenue. 
Sometimes they're white zones, small berthing agreements and sidewalk 
encroachments. They're not a huge percentage of our revenues. There's crab 
pot storage and there's public right of way. In conclusion, we are trying to 
maximize revenues. If a tenant does not want a 3-year lease, we will bring 
them to market and leave them on a month to month so we don't have to go 
through the term leasing process. We are working on refining the lease 
renewal process to make sure that is not a cumbersome process but that we 
can get the maximum amount of rents. We are continuing our MOU with DRE 
for as needed assistance to support staff's needs. 

The month to month agreements are appropriate and we want to keep that 
option available to us. We will not do long term month to month on purpose. 
To facilitate lower dollar amounts and parking agreements for individual 
parking places, public rights of way, use and access to Port owned equipment 
such as scales. The budget analyst brought up the scale that people use to 
weigh their products. There's a license to use that; it's a very small amount of 
money and staging construction laydown. We do a lot of temporary licenses. 
They do garner good revenues but they are short term so we try not to spend 
a lot of time on that. 

Commissioner Lazarus indicated that in reading the report, she wondered if 
there was some sort of a semantics issue that was cropping up. Particularly 
some of the things that Ms. Reynolds mentioned at the end of her 
presentation that to somehow call them leases and get them lumped into a 
discussion about leases seems highly inappropriate. They are licenses or 
permits or something other than leases which would be done on a month to 
month basis. She asked if there is a classification issue that can help to clear 
it up. Ms. Reynolds responded that staff track everything through PropWorks. 
When staff produce a report from PropWorks, it produces everything whether 
it's a temporary encroachment. All of the information is included such as the 
square footage, the term, the location and the name. We know by looking at it 
what it is. There are different codes that are put into PropWorks. We can take 
all the leases and the encroachment out. That's a term that is used at Real 
Estate and Engineering that they have an encroachment permit process. We 

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know internally but when the budget analyst looks at our reports, he lumps 
everything together. Some of the things he was asking were individual 
parking places. He spent a lot of time on very small space, small revenue 
items but we felt that it was our obligation to explain everything to them that 
they had asked so they understand what our process is, whether it's a month 
to month encroachment or if it's a 5 or 10 year lease. 

Commissioner Lazarus indicated that there's an external versus an internal 
interpretation. She wondered if going forward, if this crops up again and if 
there isn't a better way to try to delineate it so there isn't some headline that is 
talking about a parking encroachment as if it were a lease that should be 
when they're leasing terms. Ms. Reynolds indicated that that's why staff try to 
disclose all the information on the report as to what everything is. 

Commissioner Brandon asked how often the Board of Supervisors request 
the report. Ms. Reynolds replied that when they were at the Board in 
November it was a follow-up to a lease that had been brought forward. When 
we met with them at their last Finance committee, there was no set schedule 
but we will have the information available. She has a feeling that as we bring 
larger leases to them, they will again bring up the subject to some of our other 
leasing policies. Right now, there is not a standing request from them to 
provide more information. 

Commissioner Brandon asked staff to provide, along with the other monthly 
reports of activity that the Commission get, this information so they are not 
blind sighted by this again and know which ones are continuing on a month to 
month basis. 

Commissioner Fong asked if the Commission would like the report on a 
quarterly or monthly basis. Commissioner Brandon indicated that a quarterly 
report would do. 

Commissioner Fong asked, in dollars, what each of the leases equate to. He 
saw the percentage in total revenue but he's particularly interested in seeing 
the holdover leases. As the year goes on, what are the new revenues to the 
Port? He asked if a column of this information could be added to the quarterly 
report. Ms. Reynolds replied that information is provided in our detailed 
report. She can provide one for the Commission. The report that we produce 
on a monthly basis for our internal use does have the percentage of change 
of what they are paying now and what they will be paying. 

Brad Benson, Special Projects Manager, congratulated President Fong and 
Vice President Shakofsky. He thanked Commissioner Brandon for the last 
year of work they've done together. Mr. Benson indicated that Jake 
McGoldrick was the outgoing chair of the Budget and Finance Committee and 
was the one who called the hearing. His sense was that of the supervisors on 
the Budget and Finance Committee, he was the most concerned about this 
issue and asked the Port to come back with a more detailed report on the 

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month-to-month leases that were discussed at that committee hearing. There 
is an expectation, although Jake McGoldrick is no longer on the board that we 
will come back with that report. Susan's point is right that as we bring single 
items to the budget analyst, this issue about month to month leasing will 
continue to crop up in the budget analyst's comments. One of the suggestions 
in the staff report is that the Commission could, at its option, define when 
month to month leasing is an appropriate policy for Port staff to follow. We 
could also bring the policy, if the Commission decides to adopt such a policy, 
to the Board of Supervisors for their concurrence so the budget analyst knows 
that we are in sync at the Board and at the Commission level. 

B. Request approval of an Amendment to the Port's Lease Termination Policy. 
(Resolution No. 09-04 ) 

Susan Reynolds, Deputy Director of Real Estate, indicated that the primary 
focus of this change relates to early terminations in the event of bankruptcy or 
in cases where the monthly revenue is small. In today's market, we are 
seeing businesses, that are going under or threatening to close and are not 
going to be a viable business, terminate their business or talk about 
bankruptcy. Staff would like to amend the current termination policy to allow 
the Port Director to make that decision based on a good format of due 
diligence which we will delineate and be able to terminate some of the leases 
rather than going through a protracted legal, expensive process. 

ACTION: Commissioner Brandon moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-04 was adopted. 

12. ENGINEERING 

A. Request authorization to issue Request For Proposals (RFP) soliciting 

Coastal and Civil Engineering Design Services for the Mission Bay Shoreline 
Protection for Bavfront Park Project. (Resolution No. 09-05 ) 

Ken Chu, Project Manager, requested Commission's authorization to issue 
the RFP soliciting Coastal and Civil Engineering Design Services for the 
Mission Bay Shoreline Protection for Bayfront Park Project. 

Corinne Woods, chair of Mission Bay Citizens Advisory Committee, indicated 
that Bayfront Park which is located south of the boat launch ramp at Pier 52 
and the Bayview Boat Club is going to be a gorgeous waterfront park. It will 
be the jewel of the Mission Bay Park System and a really important park for 
the eastern neighborhoods. The Mission Bay developer only has to develop it 
up to the top of the bank. The park is not going to work without the Port's part 
of the development. She asked the Commission to not only go forward with 
this engineering proposal but also ask Ken and staff to be a little creative 
when they look at the waterfront. Staff are talking about rip rap protection, 
shoreline protection, and the possibility of some overlaps. We are looking at 

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the possibility to actually get into the water instead of just looking at the water 
if we have the fabulous waterfront park. They'd like the engineers to look at 
this creatively and think whether there is any way in the context of shoreline 
stabilization to have a waterfront park that attracts people to the water and not 
just looking at it from a distance so it's not just a rip rap but as much possible 
a connection to water as part of the Blue Greenway. 

ACTION: Commissioner Brandon moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. Resolution No. 
09-05 was adopted. 

13. FINANCE AND ADMINISTRATION 

A. Request approval to award a contract for financial advisory services to Public 
Financial Management. Inc. for $300.000 with a three vear term, and an 
option to renew for an additional two years. (Resolution No. 09-06 ) 

Tina Olson, Deputy Director of Finance and Administration, congratulated 
Commissioners Fong and Shakofsky and thanked Commissioner Brandon. 
Last year, staff asked the Commission for authorization to issue an RFP for . 
financial services to support Port staff in its bond issuance as well as in 
development projects, looking at tax increment, calculations, etc. The RFP 
was issued at the end of August On November 3, 2008, staff received six 
proposals. A panel was convened consisting of Jonathan Stern, the CFO for 
the San Francisco Airport, the finance director of the City of Livermore and 
Nadia Sesay, the head of the Mayor's Office of Public Finance. They short 
listed the six proposals to four based on written proposals and interviews. At 
the conclusion of the process, Public Financial Management was ranked #1.. 
They will be subcontracting 40% of the work to Backstrom McCarley Berry 
and Company, a city certified local business enterprise firm. Human Rights 
Commission concurs with this assessment of the process. The contract is for 
$300,000, 3 years with the option to extend it by 2 years. We have $100,000 
in the current budget and $100,000 in next year's budget. The funding will be 
contingent upon receiving appropriations. We have enough in the current year 
budget to fund the refinancing portion plus additional consulting services. 

Commissioner Brandon asked what happens if we do the additional two 
years, will there be additional funding. Ms. Olson replied that we have to 
modify the contract to add additional funding if necessary. Commissioner 
Brandon asked if staff has to come to the Commission or it will just happen. 
Ms. Olson indicated that we can modify the contract by 50% and not go back 
to the Civil Service Commission for approval. She asked legal counsel if we 
have to go back to the Port Commission. Legal Counsel Robert Bryan opined 
that is a policy call. Commissioner Brandon asked if that could be done now. 

General Counsel Robert Bryan proposed adding the following additional 
resolved clause to the resolution: Resolved, that the Commission hereby 

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authorizes Port staff to amend the contract for an additional amount of up to 
$150,000 for the purpose of exercising the option to extend. 

ACTION: Commissioner Hardeman moved approval as amended; 
Commissioner Brandon seconded the motion. All of the Commissioners were 
in favor. Resolution No. 09-06 was adopted. 

14. NEW BUSINESS / AGENDA SETTING 

Ms. Moyer indicated that beginning February, we will go back to our twice a month 
schedule. We have quite a bit of items related to land use. At the next meeting, 
there are four informational items related to financial provisions of the Port - the 
audit, the operating budget, the capital budget, the ten year capital plan. Those 
items will come back to the Commission at the end of February for approval. They 
will then go to the Mayor's office and to the Board of Supervisors. We keep hearing 
that this year's process will be different but we don't yet know how. Our process in 
February will be the same. Also at the February 10, 2009 meeting, there will be a 
presentation to move forward with the Blue Greenway planning process. The item 
to request authorization to award Pier 45 drainage improvement project and to 
award professional services contract in an amount not to exceed $75,000 are now 
both on hold. They are state funded grants. The state sent out a notice to 
everybody that didn't have a project in construction that they are to hold their 
projects. That's unfortunate news. If and when there is a budget solution to the 
current year state budget, hopefully, we will be able to bring those items to the 
Commission. They will probably be rolling on the forward calendar for a while. On 
the forward calendar, we don't have any date specific related to SWL 351 but after 
today's presentation, we will be adding them. In response to Commissioner 
Lazarus' request, staff will be providing the Commission an informational 
presentation regarding freight rail service at the March 10, 2009 meeting. 

15. PUBLIC COMMENT 

Jim Salinas, Sr., thanked Commissioner Hardeman for all of the years that he's 
worked on behalf of labor. Everywhere he's gone, he's made a difference for 
working men and women. He thanked all the Commissioners because it's a 
serious situation. When he was in grade school with Commissioner Hardeman, he 
was the one that they look up to. He was the one that they referred to as a JP, a 
Junior Patrol, and he had a ribbon that said Junior Patrol. When he came out on 
the landing of the stairs outside the cafeteria, the wind was blowing through his 
hair and even though he didn't have his hands on his hips and there was no cape, 
the whole playground came to a screeching halt. As a Catholic, he used to say, 
"God please let me grow up and be Mike Hardeman." 

Lloyd Thibeaux, Local 22 carpenter, indicated that everybody wants progress but 
they don't want it in front of their house. The same people that didn't want this 
project built, they want progress. That's why they're living across the street; now 
they don't want progress. There's no other city like this city. Everybody wants to 
come here only because there's progress. When you go to the other cities back 

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east or west, there's no other city like this city because we have progress. 
Progress is going to keep on going. Before those apartments were built, they were 
nothing but a bunch of warehouse. Now, it's all cleaned up and they love the place 
and they don't want any more progress. This is America and we have to have 
progress. This city needs progress. If we didn't have progress, all of us would have 
tin cups in the morning. 

Miguel Gomez, native San Franciscan and carpenter, indicated that it's important 
for us to get these projects. A lot of people who have homes will lose their homes if 
we don't keep these projects going. They have 300 local members that are 
journeymen and they have gone to apprenticeship schools to get certified and get 
a 4-year college credit. It's a shame that there are a lot of them sitting at the hall 
losing their homes and their families because all of the big jobs are being put on 
hold. We need to supply, keep and feed our families. There's a lot of out of town 
folks doing their work. We need to keep our local community working. These 
developers are offering to rebuild our city and we're turning them away. They are 
trying to create work and put people to work. We're turning them away. We need to 
keep our families alive and keep them going. He hopes that the Commission vote 
for them and keep the projects going and thanked the Commission for all their 
support. 

16. COMMUNICATIONS 

17. ADJOURNMENT 

ACTION: Commissioner Brandon moved approval to adjourn the meeting; 
Commissioner Hardeman seconded the motion. All of the Commissioners were in 
favor. 

Commission President Fong adjourned the meeting at 6:25 p.m. 



,^ M01 132009 



-39- 



SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Shakofsky, Vice President 

Kimberly Brandon, Commissioner 

Michael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

IVIonique IVIoyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 



AGENDA 
TUESDAY, FEBRUARY 10, 2009 
2:00 P.M. CLOSED SESSION o?-j&-u9ro2 i5 rcvij 

3:15 P.M. OPEN SESSION 

PORT CGMIVIiSSIQN HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1. CALL TO ORDER /ROLL CALL GOVERNMENT 

2. APPROVAL OF MINUTES - January 13, 2009 DOCUMENTS DEPT 

3. PUBLIC COMMENT ON EXECUTIVE SESSION ^^^ " ^ ^^^^ 

4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTER. 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9 and San Francisco Administrative Code 
Section 67.10(d) (1 case; Information Item). 



A02 102009 



■1- 



• San Francisco Pier 33 LLC v. City and County of San Francisco. 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954). City as Defendant 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Goyernment Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port: Byron Rhett, Deputy Director, Planning & 

Deyelopment 

* Negotiating Parties : 

(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 

Investments, The Cordish Company, Stockbridge Capital, Farallon 

Capital Management, LLC 

Under Negotiations: Price ^Terms of Payment X Both 

The Commission found the non-Port parties identified above qualified 
based on their responses to a request for qualifications for the lease 
and development of the area generally known as Seawall Lot 337, 
China Basin Park, and Pier 48. In this executive session, the Port 
intends to seek direction from the Commission on matters that may 
affect the competitive process now underway. 

b. Property : AB 0201 , Lot 01 3 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 

and Development 

*Negotiating Parties : San Francisco Waterfront Partners, Simon 

Snellgrove 

Under Negotiations: Price ^Terms of Payment X Both 

The non-Port party identified submitted a proposal on December 19, 
2008 for Seawall Lot 351 in response to a Request for Proposals 
authorized by the Port Commission on July 8, 2008. In this executive 
session, the Port intends to seek direction from the Commission on 
matters that may affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 

Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

A021 02009 



B. Vote in open session on whether to disclose any or alt executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• San Francisco Ocean Film Festival - February 19-22, 2009 

• Best New Restaurant: La Mar Cebicheria Peruana 

• Illinois Street Intermodal Bridge Project - American Society of Civil 
Engineers (ASCE) Region 9 Bridge Project of the Year- February 24, 
2009 Awards Dinner in Sacramento 

• Commendation for immediate Past President, Commissioner Kimberly 
Brandon 

• Commendation for Claudia Davison on her retirement 

• TWIC (Transportation Workers Identification Card) Update 

8. FINANCE AND ADMINISTRATION 

A. Informational presentation regarding the status of the Port's implementation of 
the Recommendations from the City Controller's Audit of the Port's 
Purchasing and inventory Processes. 

B. informational Presentation on the Port's Annual Operating Budget for Fiscal 
Year 2009-10. 

C. informational Presentation on the Port's Proposed $21 IVIillion Capital Project 
Budget Funding for Fiscal Year 2009-10. 

D. informational Presentation regarding the FY 2009-18 update to the Port's 10- 
Year Capital Plan. 

9. PLANNING & DEVELOPMENT 

A. informational presentation on commencement of Blue Greenway Planning 
Process. (Resolution No. 09- ) 



A02 102009 



ITEM 9B WILL BE HEARD AT 4:15 P.M. (The Commission may decide to hear 
this item out of order (after any of items 9-12) if Item 9A is completed before 4:15 
p.m., but in doing so, the Commission intends to return to Item 9B at 4:15 p.m.) 

B. Informational Presentation by Port Staff and the Potential Developer for the 
16 Acre Mixed Use Development Opportunity at Seawall Lot 337 (includes AB 
8719, Lot 002; AB 9900, Lot 62; AB 9900, Lot 048; and AB 9900, Lot 048H; 
all bounded generally by China Basin, the San Francisco Bay, Mission Rock 
Street and Third Street) 

10. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational Presentation of Embarcadero Design Standards Study to 
review function of the Promenade and develop standards to improve the 
quality of the pedestrian environment (February 24, 2009) 

• Informational presentation regarding the Construction Materials Recycling 
Center at SWL 352 with Raisch Products, Inc. and S.F. Recycling and 
Disposal, Inc. (February 24, 2009) 

• Request approval of the Port's Annual Operating Budget for Fiscal Year 
2009-10 (February 24, 2009) 

• Request approval of the Port's Annual Capital Budget for Fiscal Year 2009- 
10 (February 24, 2009) 

• Request approval of the FY 2009-18 Update to the Port's 10-Year Capital 
Plan (February 24, 2009) 

• Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (February 24, 2009) 

• Request approval to Execute First Amendment to the Amended and 
Restated Exclusive Negotiation Agreement with the Exploratorium for the 
development of Piers 15/17 Extending the Term and Amending the 
Benchmarks (Site Location: The Embarcadero at Green Street) (February 
24, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (February 24, 2009) 

• Request authorization to award the Seawall Lot 351 Development 
Opportunity (Embarcadero at Washington) (February 24, 2009)) 

• Request authorization to partner with the San Francisco Conservation 
Corps to seek funding for the Amador Street Swales Project under the 
California Proposition 84 Grant Program (February 24, 2009) 

• Informational Presentation regarding freight rail service to the Port of San 
Francisco (March 10, 2009) 

• Request approval of lease amendment with San Francisco Bay Railroad 
(March 10,2009) 

• Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 

A02 102009 

-4- 



Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (March 10, 2009) 

• Request authorization to issue Request for Proposals (RFP) for Parking 
Vendors for selected Northern Waterfront locations (March 10, 2009) 

• Request authorization to award Pier 45 drainage improvements project 
(March 10, 2009) 

• Request authorization to award a Professional Services Contract in an 
amount not to exceed $75,000 to San Francisco State University to provide 
an educational program and water quality monitoring at Pier 45, 
Fisherman's Wharf (March 10, 2009) 

• Request authorization to award Construction Contract No. 2725, Pier 80 
Security Fences Project (March 10, 2009) 

• Request approval of Lease L-14646 with San Francisco Soccer for a term 
of one year for paved land located at the Pier 27/29 Valley (March 10, 
2009) 

• Request approval of lease with Raisch Products, Inc. and S.F. Recycling 
and Disposal, Inc. for the Construction Materials Recycling Center at SWL 
352 (March 10,2009) 

• Request authorization to issue Request For Proposals (RFP) for a pool of 
as-needed Architectural/Engineering Services for a period of 3 years. 
(March 24, 2009) 

• Request authorization to award the Seawall Lot 337 Development 
Opportunity (April 28, 2009) 

• Request authorization to award the Parking Lot RFP (May 26, 2009) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 1 5/1 7, located on the Embarcadero at Green Street. (Date to be 
determined) 

11. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 

A02 102009 

-5- 



p 



public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 

12. COMMUNICATIONS 

Communications to the Port Commission from January 9. 2009 to Februarv 5. 
2009: 

• From Lynn Korwatch, Executive Director of Marine Exchange of the SF Bay 
Region, regarding the 2009 Golden Gate Ports Handbook 

• From Golden Gate Disposal & Recycling Company, regarding the Annual 
Cioppino Dinner on January 22, 2009 at Golden Gate Disposal & Recycling 
Company 

• From Jonathan Middlebrook, Golden Gateway Commons resident, regarding 
Seawall Lot 351 

• From The Barbary Coast Neighborhood Association, copy of the BCNA News 

• From the Potrero Boosters Neighborhood Association, copy of the Potrero 
Community Voice newsletter 

13. ADJOURNMENT - 



A02 102009 

-6- 



FEBRUARY/MARCH 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 



Date 




Time 


February 


10 


2:00 p.m. 
3:15 p.m. 


February 


24 


2:00 p.m. 
3:15 p.m. 


March 10 




2:00 p.m. 
3:15 p.m. 


March 24 




2:00 p.m. 
3:15 p.m. 


NOTES: 







Group 

Closed Session/Port Commission 

Open Session 

Closed Session/Port Commission 

Open Session 

Closed Session/Port Commission 

Open Session 

Closed Session/Port Commission 

Open Session 



Location 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 
Port Commission Room 
@ Ferry Building 



The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nernev(a)sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 1 1:30 a.m. to 1:30 p.m. @ Pier 1. Contact Jim Maloney @ 274- 
0519 or jim.malonev(a)sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jennifer Sobol @ 274-0548 or iennifer.sobol(a)sfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez(S)sfport.com 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre(S)sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1. Contact Dan 
Hodapp @ 274-0625 or dan.hodapp(a)sfport.com 
A02 102009 

-7- 



ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

FIERI: 



The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A02 102009 

-8- 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(a)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the Internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and 
report lobbying activity. For more information about the Lobbyist Ordinance, please 
contact the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San 
Francisco, CA 94102, phone (415) 581-2300 or fax (415) 581-2317; web site: 
www.sfqov.orq/ethics . 

A02 102009 




PORT-- 

SAN FRANCISCO 



MEMORANDUM 

February 5 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



)k)^^ 



FROM: Monique Moyer 

Executive Director 

SUBJECT: Informational Presentation Regarding the Status of the Port's 

Implementation of the Recommendations from the City Controller's Audit 
of the Port's Purchasing and Inventory Processes 

DIRECTOR'S RECOMMENDATION: Informational Only- No Action Required 

Background 

In the summer of 2006 Port staff requested the Controller's Office to conduct an audit of 
the Port's Maintenance Division's purchasing and inventory practices to determine: 

1) whether the Port had adequate internal controls to prevent unauthorized purchases; 

2) if it is purchasing items at appropriate prices from appropriate vendors; and, 3) if it 
maintains an accurate inventory of its materials and supplies. The Controller's Office 
commenced its audit in January 2007 and completed it in February 2008. The final 
report was issued on March 7, 2008 and presented to the Port Commission at its March 
1 1 and September 23, 2008 meetings. 

In short, the Controller's Office found that the Port's Maintenance Division had multiple 
weaknesses in its purchasing, receiving, and inventory practices. The Controller 
identified 56 recommendations to improve accountability over purchasing, receiving, 
and inventory functions. Port staff concurred with all of the recommendations. Because 
of the complexity of some of the recommendations such as replacing the Port's 
Computerized Maintenance Management System (Avantis) we estimated that it will take 
staff up to three years to implement all of the Controller's Office recommendations. This 
report is an update on the progress Port staff have made in implementing the 
Controller's recommendations. 

This Print Covers Calendar Item No. 8A 



F SAN FRANCISCO 



ADDRESS Pier 



status of Implementing the Controller's Audit Recommendations 

Port staff has done the following in response to the Controller's audit recommendations: 

Prior to March 2008 

Port staff had already implemented some of the recommendations including; 

a. sending staff to an inventory class 

b. requiring that vendor deliveries be made to the storeroom 

c. drafting purchasing and inventory policies 

d. initiating a needs assessment to replace Avantis 

March 2008 to September 2008 

1. Wrote and issued Policy Directives regarding: 

a. Purchasing by the Maintenance Division 

b. Vendor Payments for Maintenance Division Purchases 

c. Inventory Control 

d. Receiving Vendor Deliveries 

e. Charging to Appropriate Work-orders 

f. Business Property - Official Use and Inventory Listing 

g. Signature Files - Transaction Approval Responsibility 

2. Held an all-hands staff meeting at the Maintenance Division to distribute the 
Policy Directives, review the audit findings and recommendations, and 
discuss implementing the Controller's recommendations. 

3. Formed interdivisional teams to develop detailed plans required to implement 
the audit recommendations: 

a. Executive Steering Committee to meet bi-weekly and oversee the Port's 
progress in implementing the audit recommendations. 

b. Purchasing Committee to review the Port's requisitioning and tracking 
processes and recommend ways to streamline and better organize it. The 
Purchasing Committee has developed detailed draft purchasing 
procedures. 

c. Receiving and Materials Management Committee to organize and fully 
implement a centralized receiving function for the Maintenance Division as 
well as make improvements to materials management. The Receiving and 
Material Inventory Committee has developed detailed draft procedures. 

d. Payment Committee to reorganize the Port's payment process such that 
payments are timely, consistent with the purchase order price and that 
there is proper segregation of duties. The Payment Committee has 
developed detailed draft procedures. 



e. Avantis Replacement Steering Committee to identify and implement the 
appropriate computer system to replace Avantis, the current 
Computerized Maintenance Management System, as well as to identify 
feasible interim improvements. The Avantis Replacement Steering 
Committee has developed requirements for a new maintenance 
management system. Port staff drafted a Request for Proposals (RFP) to 
hire a consultant to conduct an initial assessment by January 2009 that 
would identify: 

i. Available vendor software packages that satisfy the Port's 

requirements; 
ii. Interfaces the Port will need to build between the new system and 

existing Port and City systems; 
iii. Requirements to decommission the existing system; and 
iv. Cost, time and resource estimates to procure and implement a new 

computerized maintenance management system. 

4. Segregate Employee Parking from Port Vehicle Parking - The segregation of 
employee vehicles from Port vehicles was achieved by creating an employee- 
only parking lot that is contained within fencing adjacent to the Pier 50 
Maintenance Facility. Port staff completed in June 2008. 

5. Re-key the Storeroom at Pier 50 - Completed in March 2008. 
September 2008 to February 2009 

1. The Purchasing Committee, Receiving and Materials Management 
Committee and Payment Committee completed the Maintenance Division 
Procurement Process and Procedures Manual. 

a. Conducted a meeting with all affected staff to review procedures and to 
distribute manuals. Procedures were implemented immediately. 

b. Vendor delivery driver directional signs installed. 

2. Materials Management 

a. Focused month-end physical counts for inventory materials at Piers 70 
and 90 (treated lumber and piles) 

b. Commenced identification and segregation of surplus items for 
disposal 

c. Maintenance Shops have begun the evaluation of shop inventory and 
submitted estimated quantity and values of existing inventory. 

d. Identified funding, subject to Port Commission approval of the FY 
2009-10 annual Capital Budget, for increased covered storage at Pier 
50 to consolidate inventory from other locations 

3. Transferred storeroom and accounting positions from Maintenance to Finance 
and Administration. 

-3- 



4. Avantis Replacement Steering Committee developed requirements for a new 
computerized maintenance management system. Port staff hired a consultant 
to conduct an initial assessment to verify these requirements and identify: 

a. Available vendor software packages that could satisfy the Port's 
requirements; 

b. Interfaces the Port will need to build between the new system and 
existing Port and City systems; 

c. Requirements to decommission the existing system; and 

d. Cost, time and resource estimates to procure and implement a new 
maintenance management system. 

The consultant completed the initial assessment in early January 2009. The 
Port's FY 2009-10 proposed Budget includes funding to implement a new 
maintenance management system. 

February 2009 to August 2009 Objectives 

1. The Port is collaborating with the Department of Public Works to establish the 
criteria for a common RFP (with the potential of including other, interested, 
City Departments). If this is successful the target date for issuing the RFP will 
be the end of April 2009. The advantage of this would be to obtain "enterprise 
pricing" from the vendor to reduce the overall cost of the package which 
would include software, installation, and training. A selection committee will 
establish a short list of finalists who will be invited to present their respective 
software programs for evaluation in September 2009. After a selection is 
made and installation has begun the Port Information Services group will 
transfer legacy data from the Avantis system into the new CMMS program. 

2. Materials Management Improvements 

a. Complete purge of unneeded materials (obsolete, surplus and salvage) 

b. Determine appropriateness of and implement procedure to account for 
any "base stock" held by individual shops 

c. Implement procedure to maintain accountability for unused materials 
purchased for capital projects, which are segregated and stored at various 
locations 

d. Revitalize/improve interim replenishment process (in current system) 

3. Global Positioning System (GPS) - The City has awarded a contract for GPS. 
The Port will draft an implementation plan for the installation of GPS units in 
its vehicles. 

Conclusion 

Port staff has substantially completed implementation of the recommendations from the 
Controller's audit of its purchasing and inventory functions. During the last six months 
the Purchasing, Receiving and Materials Management, and Payment Committees 

-4- 



completed and distributed the Port of San Francisco, Maintenance Division, 
Procurement Process and Procedure manual. The Receiving and Materials 
Management Committee continued to evaluate inventory and materials management 
with a focus on quantifying existing shops inventory, identifying inventory as useful or 
surplus, and consolidating inventory from multiple locations into one at Pier 50. The 
Avantis Replacement Steering Committee worked with a computer consultant to verify 
the requirements for a new computerized maintenance management system and to 
provide the Port with an analysis based guidance for the selection of vendor. 

Port staff believes that it will take two more years (March 201 1 ) to fully implement the 
final audit recommendation of a new Computerized Maintenance Management System 
primarily due to the time and effort required in procurement and implementation. The 
Port's FY 2009-10 proposed Budget contains funding for the new computer system. 
Staff will keep the Port Commission apprised of our progress through our standard 
procurement process. We expect to seek Port Commission approval of a vendor 
contract in September 2009. 



Prepared by: Tina Olson 

Deputy Director, Finance and Administration 

Tom Carter 

Deputy Director, Maintenance 

Dave Deasy 

Senior Analyst, Maintenance Division 

John Woo 
Fiscal Officer 



TO: 



FROM: 




"PORT--. 

SAN FRANCISCO 

MEMORANDUM 

February 5, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

MoniqueMoyer /"^nX^^Q^ 
Executive Director 



SUBJECT: Fiscal Year 2009-10 Operating Budget 

DIRECTOR'S RECOMMENDATION: Informational Only -No Action Required 

The purpose of this item is to provide an overview of the Port's proposed Fiscal Year 2009-10 
operating budget to allow Port Commission and public feedback. The Port Commission is scheduled 
to approve the Port's FY 2009-10 budget at its February 24, 2009 meeting. Following Port 
Commission approval, the budget will then be reviewed by the Mayor's Office, which will submit 
the budget to the Board of Supervisors by the first of May 2009. The Board will give final 
consideration to the budget on or about July 31, 2009. The proposed Fiscal Year 2009-10 Overall 
Budget is summarized as follows: 





Budget 
2008/09 


Budget 
2009/10 


Increase / (Di 


ecrease) 




Amount 


Percent 


Sources 










Estimated Fund Balance 


$13,396,258 


$16,722,692 


$3,326,434 


24.8% 


Revenue 


64,538,548 


63,376,800 


(1,161,748) 


-1.8% 


Closed Capital Projects 


L106.321 


a 


n.l06.32n 


-100.0% 


Total Sources 


$79,041,127 


$80,099,492 


$1,058,365 


1.3% 


Uses 










Operating Expense 


$58,966,197 


$59,533,349 


$567,152 


1.0% 


Capital Appropriations 


6,941,000 


7,477,700 


536,700 


7.7% 


Annual Projects 


4,291,524 


4,156,683 


(134,841) 


-3.1% 


Operating Reserve 


8.842,406 


8,931,760 


89,354 


1.0% 


Total Uses 


$79,041,127 


$80,099,492 


$1,058,365 


1.3% 


Operating Reserve as a Percent 










of Operating Expense 


15% 


15% 







This Print Covers Calendar Item No. SB 



?EJAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



emiiiiiRiRPiiii 



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The table above identifies all of the Port's revenue sources including Estimated Fund Balance that 
the Port uses to fund capital projects and the budgeted operating reserve. 

With respect to the operating budget, based on the current economic downturn we project operating 
revenues to decrease by approximately $1.2 million or 1.8% from FY 2008-09 and operating 
expenses to increase by $567,153 or 1.0%. Additionally, we propose to increase the Port's operating 
reserve by $89,353 to maintain 15% of operating expenses consistent with the Port Commission 
adopted operating reserve policy. The Estimated Fund Balance has increased by approximately $3.3 
million. 

Each of the primary changes to the Port's FY 2009-10 budget is described in more detail below. 

Revenue 

The proposed revenue budget of $63,376,800 for FY 2009-10 reflects a $1.2 million decrease or 
1.8% less than the FY 2008-09 budget. Projected revenues for FY 2009-10 are as follows: 





Budget 


Budget 


Increase/(Decrease) 




2008/09 


2009/10 


Amount 


Percent 


Cargo 


$4,740,000 


$4,497,500 


($242,500) 


-5.1% 


Ship Repair 


1,000,000 


855,000 


(145,000) 


-14.5% 


Harbor Services 


995,000 


1,335,000 


340,000 


34.2% 


Cruise 


1,565,000 


1,980,000 


415,000 


26.5% 


Fishing 


1,850,000 


1,820,000 


(30,000) 


-1.6% 


Other Marine 


1,368,000 


1,744,000 


376,000 


27.5% 


Commercial/Industrial 


39,217,248 


38,740,000 


(477,248) 


-1.2% 


Parking 


10,794,000 


10,400,000 


(394,000) 


-3.7% 


Filming 


25,000 





(25,000) 


-100% 


Special Events 


100,000 


100,000 





0% 


Miscellaneous Services 


105,000 


105,000 





0% 


Facility Damage 


6,000 


6,000 





0% 


Permits 


710,000 


366,000 


(344,000) 


-48.5% 


Miscellaneous Repairs 


30,000 


30,000 





0% 


Negotiation Fees 


350,000 


250,000 


(100,000) 


-28.6% 


Interest on Investments 


1,330,000 


795,000 


(535,000) 


-40.2% 


Penalties & Svc. Charges 


19,300 


19,300 





0% 


Miscellaneous Receipts 


334.000 


334,000 





0% 



Total Revenues $64.538.548 $63.376.800 ($1.161.748) -1.8% 

The changes in the FY 2009-10 revenue budget compared to the prior fiscal year are as follows: 

• Cargo revenues are projected to decrease by $242,500 or 5% primarily as a result of the 
Foreign Trade Zone (FTZ) operation terminating at Piers 19/23. However, the Real Estate 



• 



• 



• 



• 



• 



• 



• 



Division is directly leasing the space at Piers 19/23 with those FTZ's subtenants who wish to 
do so. Unfortunately, some of the FTZ's subtenants have chosen to leave. As a result, the 
Port's FY 2009-10 budget includes $300,000 related to Piers 19/23 former FTZ subtenant 
leases or $324,000 less than the amount budgeted in FY 2008-09. 

Ship Repair revenues are projected to decline by $145,000 or 15% based on revenues the 
Port has received in the current year. 

Harbor Services revenues are projected to increase by $340,000 or 34% based on the new 
lease with the San Francisco Bar Pilots at Pier 9 effective January 2010. 

Cruise revenues are expected to increase by $415,000 or 27% based on the recent 
restructuring of and overall increase to the cruise related fees from per passenger volume 
based tiered rates to a bundled passenger rate that includes dockage fees. 

Other Marine revenues are expected to increase by $376,000 or 27% based on continued 
increases in Marad vessels' layberth activity. 

Commercial/Industrial rent is expected to decrease by $477,248 or 1% primarily due to 
declining percentage rents of $2.4 million or approximately 18% based on a similar decline 
the Port experienced following the 9/11 event. The $2.4 million reduction in percentage rent 
revenue is off-set by an increase of approximately $2 million in base rents associated with 
existing leases and new leases resulting from lease negotiations currently underway for 
vacant space at Piers 29, 29.5, 54, 80 and 96. 

Parking revenue is projected to decrease by $394,000 or 4% primarily due to expectations 
that the downturn in the City's economy will reduce demand for parking which will result in 
reduced parking revenues at the Port. 

Building Permit revenues are expected to decline by $344,000 or 48% based on the 
expectation that the Port's tenants will not invest in tenant improvements given the current 
economic downturn. The City's Department of Building Inspection and Department of City 
Planning have experienced similar downturns in the number of permit applications. 

Negotiation fees are expected to decline to $250,000 or the same amount collected in FY 
2007-08. 

Interest on Investments is expected to decrease by $535,000 or 40% based on interest rates 
decreasing from 2.5% to 1.5%. 



-3- 



Expense 

The proposed FY 2009-10 expense budget of $63,690,033 * is a $432,312, or 0.7% increase over the 
prior fiscal year. The expense summary for FY 2009-10 is as follows: 





Budget 
2008/09 


Budget _ 
2009/10 


Increase / (Decrease) 




Amount 


Percent 


Salaries & Benefits 


$27,036,174 


$28,534,639 


$1,498,465 


5.5% 


City-wide Overhead 


538,550 


538,550 





0% 


Other Current Expenses 


9,315,931 


8,860,518 


(455,413) 


-4.9% 


Materials & Supplies 


1,374,193 


1,482,246 


108,053 


7.9% 


Fixed Charges 


668,436 


632,187 


(36,249) 


-5.4% 


Capital Outlay (Equipment) 


848,058 


254,038 


(594,020) 


-70.0% 


Annual Projects 


4,291,524 


4,156,683 


(134,841) 


-3.1% 


Debt Service 


4,702,720 


4,702,720 





0% 


ADM - Insurance & Risk 


2,100,033 


1,890,033 


(210,000) 


-10.0% 


City Attorney - Legal Services 


2,554,650 


2,554,650 





0% 


Fire Protection Services 


2,736,582 


2,736,582 





0% 


DHR - Workers Compensation 


826,811 


826,811 





0% 


PUC - Light, Heat & Power 


1,396,419 


1,656,275 


259,856 


18.6% 


All Other Departments 


4,452,651 


4,449,112 


(3,539) 


-0.1% 


Interdepartmental Recovery 


(169,000) 


(169,000) 





0% 


Revenue Transfer Out - DPT 


583.989 


583.989 





0% 


Total Expenses 


$63,257,721 


$63,690,033 


$432,312 


0.7% 



As described below, the major increases in the FY 2009-10 expense budget over the prior fiscal year 
are in salaries and mandatory fringe benefits which were primarily off-set by decreasing Other 
Current Expenses and Capital Outlay. 

• Salaries and mandatory fringe benefits are projected to increase by a total of $ 1 ,498,465 or 
5.5%, approximately $1 million of which is associated with a 66% increase in the Port's 
contributions to the City's retirement fund requiring larger contributions to meet its statutory 
funding requirements. Similar to other entities, the City's retirement fund has experienced poor 
returns on investments. The remaining $451,479 is related to increases in salaries due to 
armualizing the increase in salaries granted in the City's 2007 memorandums of understandings 
(MOUs) with the labor unions. 



• 



Other Current Expenses decreased by a total of $455,414 or 4.9% due to reducing the budgets 
for (1) Professional Services by $468,600 primarily in Planning and Development and Finance 
and Administration divisions, (2) Travel, Training and Membership Fees by $28,184, (3) 
Promotions and Entertainment by $48,800, and (4) other miscellaneous accounts by $24,368. 



The $63,690,033 expense budget includes Operating Expenses of $59,533,349 plus $4,156,683 for Annual Projects 
that are summarized in the table on the first page of this report. Thus, total expenses increased by 0.7% while annual 
operating expenses that exclude the annual projects increased by 1.0%. 

-4- 



• 



• 



• 



• 



The affect of these reductions will be to issue fewer consulting contracts for those divisions. We 
do not anticipate these reductions significantly affecting our ability to complete projects due to 
the professional services contracts issued in FY 2008-09 that will extend into FY 2009-10. The 
remaining reductions will essentially result in Port staff taking fewer marketing trips and 
attending fewer Port funded trainings. 

In addition, we increased funding for rent, utilities, and maintenance services related to 
equipment by $ 1 1 4,088 based on increased rates. 

Capital Outlay is expected to decrease by $594,020 or 70% due to replacing fewer vehicles in 
FY 2009-10 than the Port replaced in FY 2008-09. Assuming the Port's revenues recover in FY 
2010-1 1, the Port will reinstitute its vehicle replacement program. 

Annual Projects decreased by $134,841 primarily by reducing various project budgets that will 
not have an impact on the ability of Port staff to deliver projects. 

The Ports work-order to the PUC's Bureau of Light Heat and Power increased by $259,856 to 
begin repaying funds PUC advanced to install energy efficiency improvements on Port property. 

The Port reduced its work-order to Administrative Services for Insurance and Risk Management 
by $210,000 due to reduced insurance premiums. 

• The Port reduced its budget to the Division of Real Estate (DRE) by $ 1 96,308 to reflect the 
Port's work-order agreement with DRE to fund a Principal Property Manager position for the 
first six months of FY 2009-10 to complete working on the back-log of the Port's hold-over 
leases. We included funding to cover part-time assistance from DRE for the remaining six 
months in FY 2009-10 to continue certain work on the Port's hold-over leasing project. 

Staffing Changes Proposed in the Port's FY 2009-10 Budget 

There are no position changes in the Port's proposed FY 2009-10 budget. 

Conclusion 

The Port's proposed FY 2009-10 operating budget is a modest 0.7% increase from FY 2008-09 
while adding $89,353 to the Port's operating reserve. The Port's FY 2009-10 total expense budget 
of $63,690,033 including operating expenses and annual projects is $31,323 more than the operating 
revenues of $63,376,800. The $31,323 difference will be funded by the Port's fund balance. The 
Port's practice has been to use fund balance for its capital appropriations and operating reserve or 
one-time uses. The Port's FY 2009-10 total expense budget includes several one-time costs such as 
the $4,156,683 budgeted for annual projects. Thus, using $31,323 from the Port's fund balance is 
consistent with the Port's practice of using fund balance for one-time expenses. 

The primary increase to the Port's budget is for salaries and fringe benefits which reflect wage 
increases and increased contributions to the City's retirement fund. The budget continues to provide 
funding for professional services and one-time projects that will enable the Port to repair, manage, 
and develop the City's waterfront. The Port's FY 2009-10 revenue budget includes conservative 



estimates for percentage rents, rent from parking lots, building permits, and developer fees to reflect 
the downturn in the nation and City's economy, hi addition, the Port's proposed revenue budget for 
interest on investments assumes a reduction of $535,000 to reflect further interest rate reductions. 
While this budget is not ideal, because of a diverse revenue base the Port appears to be able to 
weather the current economic downturn. 

In addition, as noted in Item 8D on the Port's 10-year Capital Plan, the Port will retire its existing 
revenue bond debt on July 1, 2009, the annual debt service of which is $4.5 million. With the $4.5 
million in annual savings, we plan to issue new revenue bonds in FY 2009-10 to fund several 
projects that will generate additional revenues for the Port as well as serve as an economic stimulus 
for the City. To that end, there is $4.5 million in the Port's FY 2009-10 budget for debt service. 

Port staff will seek Commission approval of the FY 2009-10 budget at its February 24, 2009 
meeting. We welcome your comments and/or input. 



Prepared by: Tina Olson 

Deputy Director, Finance and Administration 




PORTo 



TO: 



FROM: 



SAN FRANCISCO 

MEMORANDUM 

February 5, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney A. Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Miclnael Hardeman 
Hon. Ann Lazarus 

Monique Moyer y^^yiAvO( 
Executive Director 



SUBJECT: Proposed $21.0 Million Capital Project Budget Funding for Fiscal Year 2009/10 
DIRECTOR'S RECOMMENDATION: Informational Only - No Action Required 

Attached is the annual Capital Project Budget that Port staff is proposing for Fiscal Year 
2009/10. The Capital Project Budget is being presented for the Port Commission's review, 
comment and input. The final Fiscal Year 2009/10 Capital Project Budget will be returned 
to the Port Commission for approval at its February 24, 2009 meeting. 

Over the past several months, the Executive Director, the Capital Project Budget 
Committee (CPBC) (comprised of the Port's Deputy Directors and the Chief Harbor 
Engineer), and other key Port staff met to review and prioritize capital project funding 
requests for FY 2009/10 that were submitted by the Port's Divisions. The Executive 
Director and CPBC used the following criteria to determine which projects to recommend 
to the Port Commission for funding: (i) health and safety issues; (ii) completion of funding 
for projects that are currently underway; (iii) preservation of Port assets; (iv) prevention of 
loss of revenue to the Port; v) maintenance of Port facilities; and (vi) revenue generation. 
Funding for these projects will be provided by the unappropriated balance from the Port's 
operating fund, and the partial defunding of a previously approved capital project. 

The proposed Fiscal Year 2009/10 Capital Project Budget also includes capital projects to 
develop the Port's waterfront parks. Funding for these projects will come from the second 
issuance of the City's 2008 Clean and Safe Neighborhood Parks General Obligation Bond 
that is currently scheduled for October, 2009. 

The FY 2009/10 proposed budget for capital projects totals $21,034,362, as detailed in 
Exhibit I, and includes $7,477,000 in Port funding, and $13,557,362 in funding from the 
2008 Clean and Safe Neighborhood Parks General Obligation Bond. 

This Print Covers Calendar Item No. 8C 



JFSAN FRANCISCO 




The capital project budget that staff is proposing for FY 2009/10, shown in Exhibit I, 
includes Port funding for: (i) the Port's maintenance dredging program for next year; (ii) 
construction of new restrooms at the entrance to the Pier 35 cruise terminal; (iii) 
replacement of deteriorated fender piles and camels at Pier 45; (iv) exterior painting, 
weatherproofing, and window upgrades to Roundhouse 2; (v) construction of new covered 
materials sheds for the Port's Maintenance Department; and (vi) the repainting of two 
cargo cranes at Pier 80. 

Also included in the proposed capital project budget is additional Port funding for: (1) a 
capital project established to make physical improvements to Port facilities to make them 
more accessible to the disabled; (ii) capital projects established to repair the pier 
structures and utility infrastructure of Port facilities; (iii) a capital project to fund capital 
improvements needed as part of the leasing process; and (iv) the Illinois Street Bridge. 
Staff is requesting $650,000 for the Illinois Street Bridge to cover a shortfall in recovery 
from a $3.2 million Federal earmark grant that the Port received for the bridge. The $3.2 
million grant was allocated over five years based on available Federal appropriations. The 
Federal Highway Administration (FHWA) significantly reduced the 4^^ and 5*"^ year 
allocations such that $650,000 in Port funds are now needed to fully fund the project. 
Caltans staff, who administer the grant for FHWA, indicated that the reduction in grant 
funds was the result of a reduction in Federal appropriations. Caltrans staff indicated that 
the State and local jurisdictions were similarly affected. 

The proposed FY 2009/10 capital project budget also includes funding from the City's 2008 
Clean and Safe Neighborhood Parks General Obligation Bond for: i) detailed design of the 
Blue Greenway projects; ii) construction of Pier 43 Bay Link Trail; and iii) construction of 
the Bayfront and Brannan Street Wharf parks. 

Based on the Port's existing capital project needs and identified funding sources, Port staff 
submits to the Port Commission the attached proposed Capital Project Budget for Fiscal 
Year 2009/10 for its review, comment, and input. 

The FY 2009/10 Capital Project Budget will return to the Port Commission for adoption at 
its February 24, 2009 meeting. 



Prepared By: 
For: 



Lawrence Brown, Financial Analyst 
Tina Olson, Deputy Director of 
Finance and Administration 



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PORT°r- 

SAN FRANCISCO 



MEMORANDUM 

February 5, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



FROM: 



MoniqueMoyer //V/Aof^ 
Executive Director ^ 



SUBJECT: The Port's 1 0-Year Capital Plan FY 2009-1 8 Update 

DIRECTOR'S RECOMMENDATION: Informational Presentation - No Action Required 

Background 

As required by the City's Administrative Code 2.30 - 2.31, Port staff updated its 
comprehensive 10-Year Capital Plan to address the Port's outstanding capital needs 
which is due to Mayor Gavin Newsom and the Board of Supervisors on March 1 , 2009 
and is expected to be adopted through Board of Supervisors legislation by May 1 , 
2009. As required. Port staff submitted a draft plan to the City on December 23, 2008. 
The schedule of needs and funding sources included with the Port's draft plan 
submitted to the City is attached to this report. The Port's internal version of the 10- 
Year Capital Plan, which accompanies this staff report, is a more detailed version of the 
Port's draft submission to the City's FY 2009-18 Capital Plan. 

Overview 

The Port's first 10-Year Capital Plan issued in spring 2006 demonstrated the magnitude 
of the Port's financial challenges and that dramatic, new strategies will be required to 
allow the Port to fulfill its maritime and land use missions. 

Since that time, it has become increasingly clear that the major source of funding to 
reconnect the City with its waterfront envisioned by the Waterfront Land Use Plan - 
private equity - was insufficient to the task. Without new public sources of funding, 
private sector investment in the Port will not succeed in revitalizing the Port and its 
historic structures. 

This Print Covers Calendar Item No. 8D 



SAN FRANCISCO 



However, since 2006, Port staff and the Port Commission have been laying the 
groundwork for a new approach to financing waterfront improvements. 

The proposed 10-year capital plan identifies a total need of approximately $2 billion, 
primarily for deferred maintenance and seismic upgrade work required on Port facilities. 
This is approximately $140 million greater than the $1.86 billion identified in the Port's 
FY 2008-09 10-year Capital Plan. This increase is primarily the result of the 6% annual 
cost escalation used by the City and County of San Francisco (CCSF) and incorporated 
into this plan. 

The largest element of the Port's Plan is the rehabilitation and redevelopment of the 
heavily blighted Pier 70 area, with an estimated need of approximately $650 million for 
that area. These costs include upgrading salvageable buildings, demolition of 
unsalvageable ones, environmental remediation, improvements to street and utility 
infrastructure, and construction of an open space park area near the water's edge. 

Of the $2 billion in total need, the Port has identified a total of $650 million in funding 
including: Port tenant obligations, the Port's operating budget, revenue bonds, 
development projects. Infrastructure Financing District bonds, and General Obligation 
bonds. While Port staff hope that much of this work can be completed through private 
development, much of it must be completed with other sources of funding in order to 
attract private development interest and funding. The Port has developed policy options 
to address the unfunded portion of its plan including use of grant funds, tax increment 
financing, and potential private development options. 

In November 2008, San Francisco's voters approved Proposition D which provides an 
option for the Board of Supervisors to capture 75% of the payroll and hotel tax 
increment generated by future Pier 70 development to help fund Pier 70's immense 
public infrastructure and improvements. As a precondition to accessing that funding, 
the Port must demonstrate that its lease revenues and property tax increment are 
insufficient to fund all public costs. Proposition D will also facilitate developing Pier 70 
by reducing the entitlement risk associated with the number of discretionary approvals 
the Port's development projects must currently secure. Specifically, Proposition D 
allows the Board of Supervisors to waive the final approval of the Pier 70 lease if it 
approves the Pier 70 development plan and zoning at the outset of the project(s). 
However, each of these options will require significant staff time to develop and 
implement, and each will require support from City's policymakers. 

At this time, the Port's revenue projections are based on the assumption that new 
private development at SWL 337 will result 1) in new lease revenues which will allow 
the Port to issue revenue bonds, as well as 2) an increased value to the property, which 
will allow the Port to issue IFD bonds. These assumptions would provide the Port with 
up to $130 million in bond funds. 

Summary of Changes - Financing Plan 

The primary financing change from the prior year's capital plan is 
Shorenstein/Farallon's withdrawal from the Piers 27-31 development project. 



-2- 



The other significant difference to the Port's capital plan is a more complete list of 
projects Port staff recommend to be funded through Port revenue bond funds, the first 
issuance of which will hopefully take place in late summer or early fall of 2009. On June 
30, 2009 the Port will repay its existing revenue bond debt which will allow the Port to 
issue new revenue bonds for the first time in 25 years. By repaying the Port's existing 
revenue bond, the Port will have $4.5 million annually to leverage for new debt. 
Assuming a 30-year bond at 5.35% interest rate, that $4.5 million will leverage a $60 
million bond. As such, the Port's 10-year Capital Plan programs a $60 million revenue 
bond in FY 2009-10. It is possible that the Port will be able to issue additional revenue 
bonds in a few more years when the economy rebounds and/or the Port's revenues 
sufficiently increase. In case that happens, the Port's 10-year Capital Plan includes $39 
million in Port revenue bonds in FY 201 1-12 for a total of $99 million in Port revenue 
bonds. 

Subject to Port Commission, Mayor, and Board of Supervisors approval. Port staff 
propose to make improvements to the following Port facilities in order of priority with the 
$99 million in Port revenue bond funds: 



Port Revenue Bond Projects* 






Revenue 


Proiect 


Bond - Base 




Port 




Revenues 


Piers 19 or 23(1) 


$18,000,000 


Backlands Improvements 


8,000,000 


Pier 27 Cruise Terminal 


20,000,000 


Piers 33 and 35 


2,000,000 


Pier 50 


20,000,000 


Wharf J9 


5,000,000 


Pier 19(1) 


9,000,000 


Agriculture Building 


5,000,000 


Fisherman's Wharf Fuel 


1,500,000 


Dock Repairs 




Misc. Utilities 


3,000,000 


Pier 80 & Rail Improvements 


7,500,000 


Total 


$99,000,000 



*Subject to actual debt capacity, Port Commission approval, Mayor approval, and Board of Supervisors 
approval. 

(1 ) If Pier 23 is selected for repairs and renovations the total of which is $1 8 million then the Port will repair 
the roof and aprons at Pier 19 estimated to cost $9 million. If Pier 19 is selected to receive the $18 million 
for repairs and renovations, then the combined $27 million allocation ($18 million plus $9 million) will cover 
the majority of repairs required at Pier 19. 



The actual revenue bond will depend on the amount of Port revenues available at the 
time of issuance to repay debt, interest rates, and on policies adopted by the Port 
Commission. 

-3- 



The projects in the table above were prioritized based on whether the project will (1) 
address a public safety issue, (2) generate and/or protect existing revenues for the Port, 
(3) leverage other revenues, and (4) begin in FY 2009-10. 
The proposed revenue bond can also be considered part of the City's economic 
stimulus package. We estimate that delivering these projects will help (1) create almost 
890 jobs through design and construction contracts, (2) prevent lay-offs of City 
employees through using the Department of Public Works for design and/or 
construction management services, (3) generate $1 million in on-going General Fund 
revenues through new uses of under-utilized Port facilities, (4) continue the City's 
efforts to revitalize its waterfront, and (5) generate $6 million in new, annualized lease 
revenues for the Port. 

Conclusion 

The Port's 10-year capital plan continues to evolve since its inception three years ago. 
The Port has used the information that the plan generates to develop and implement 
several legislative and financing strategies to help redevelop the City's waterfront, fulfill 
its public trust mission, and reconnect the City with its waterfront. To that end, we have 
secured two significant pieces of state legislation: one that allows the City to capture tax 
increment from the Port's development projects and the other that lifted the public trust 
designation from some of the Port's seawall lots south of the Bay Bridge. We have also 
been successful in securing San Francisco voters support of $33.5 million in General 
Obligation bonds to build waterfront parks. In addition, San Francisco's voters recently 
approved Proposition D that provides two new tools to develop Pier 70: (1) an option for 
the Board of Supervisors to approve a Pier 70 plan in lieu of individual lease approvals; 
and (2) an optional new financing tool that allows the Port to capture 75% of the payroll 
and hotel tax increment generated by the Pier 70 development to help fund waterfront 
parks, marine terminals, environmental remediation, historic rehabilitation, and utility 
infrastructure. 

In FY 2009-10 the Port will issue its first revenue bond in 25 years that will help repair 
Port facilities improving the safety of the Port as well as enhancing its revenues. 



Prepared by: Tina Olson, Deputy Director 
Finance and Administration 
and 
Daley Dunham, Principal Administrative Analyst 



-4- 




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Port of San Francisco 




10- Year Capital Plan 



FY 2009-18 Update 



Table of Contents 

I. Executive Summary 3 

II. Summary of Changes 5 

III. Schedule of Expenses / Needs Assessment 6 

IV. Proposed Funding - Port Maps 8 

V. Unfunded (Deferred) and Emerging Needs 20 

VI. Conchisions 21 
Appendix A - 10 Year Need Summary, By Facility 23 



L Executive Summary 

All of the piers currently in use by the Port or Port tenants were originally constructed 
around 100 years ago. Of those, only nine have been rehabilitated since 1950, including 
AT&T Ballpark, the Ferry Building, Pier 1, Piers V/2, 3 & 5, Pier 27, Pier 39, Pier 45, 
Pier 48, and Pier 80. Most of the buildings atop the Port's piers are 40 to 100 years old, 
making many of them historically significant structures. In recognition of this 
significance, the National Park Service designated the northeast waterfront, from Pier 45 
in the north to Pier 48, as the Embarcadero National Register Historic District. This 
district includes 20 historic piers as well as eight other structures of historic significance. 
The Pier 70 area also includes 35 buildings and many other features recognized to be of 
historical significance. The Port is in conversation with the National Park Service 
regarding the designation of a portion of the Pier 70 area as a National Register Historic 
District. 

The southern approach to the Illinois Street Bridge was completed in the spring of 2008. 
The bridge provides added rail access to allow the Port to better market cargo facilities at 
Pier 80 to prospective clients. Additionally, construction of the Rincon Restaurants, 
located south of Rincon Park near Pier 22/4, was completed in January 2008. Finally, the 
Port completed the Public Boat Ramp project at Pier 52 in June 2008. 

The FY 2009-18 update of the Port's 10-year capital plan identifies a total need of 
approximately $2 billion, primarily for deferred maintenance and seismic upgrade work 
required on Port facilities (see chart at right). This is approximately $140 million greater 
than the approximately $1.86 billion identified in the Port's FY 2008-09 update. This 
increase is primarily the result of the 6% annual cost escalation used by the City and 
County of San Francisco (CCSF), which has been incorporated into this plan. 

The City Charter requires all Departments of CCSF to generate a 10-year Capital Plan 
and update it annually. The City's capital planning program collates the submission of 
all departments annually into the City's Capital Plan. As required by City law, the Port 
submitted a draft FY 2009-18 Capital Plan update to the City in December of 2008. This 
report is a more detailed version of that submission. 

A summary of the changes over the last year is as follows: 

Changes in Dollars 

FY 08-17 Total $1,865,000,000 

6% Cost Escalation 1 1 2,000,000 

Revised / Updated Cost Estimates 30.000,000 

$2,007,000,000 

Of the $2 billion in total need, the Port has identified a total of $650 million in funding 
including: Port tenant obligations, the Port's annual operating budget, revenue bonds, 
development projects, Infrastructure Financing District bonds, and General Obligation 
bonds. The largest element of the Port's Plan is the rehabilitation and redevelopment of 



the heavily blighted Pier 70 area, with an estimated need of approximately $650 million 
for that area. These costs include upgrading salvageable buildings, demolition of 
unsalvageable ones, environmental remediation, improvements to street and utility 
infrastructure, and construction of an open space park area near the water's edge. While 
Port staff hope that much of this work can be completed through private development, 
much of it must be completed with other sources of funding in order to attract private 
development interest and funding. 

The Port has developed policy options to address the unfunded portion of its plan 
including use of grant funds, tax increment financing and potential private development 
options. In November 2008. San Francisco's voters approved Proposition D which 
provides an option for the Board of Supervisors to capture 75% of the payroll and hotel 
tax increment generated by future Pier 70 development to help fiind Pier 70 's immense 
public infrastructure and improvements. As a precondition to accessing that funding, the 
Port must demonstrate that its lease revenues and property tax increment are insufficient 
to fund all public costs. Proposition D will also facilitate developing Pier 70 by reducing 
the entitlement risk associated with the number of discretionary approvals the Port's 
development projects must currently secure. Specifically, Proposition D allows the Board 
of Supervisors to waive the final approval of the Pier 70 lease if it approves the Pier 70 
development plan and zoning at the outset of the project(s). However, each of these 
options will require significant staff time to develop and implement, and each will require 
support from City's policymakers. 

At this time, the Port's revenue projections are based on the assumption that new private 
development at SWL 337 will result 1) in new lease revenues which will allow the Port to 
issue revenue bonds, as well as 2) an increased value to the property, which will allow the 
Port to issue IFD bonds. These assumptions would provide the Port with up to $130 
million in bond funds. 

In conclusion, the Port's newfound ability to utilize the public resources of Infrastructure 
Finance Districts and other tax increment financing facilitated by Proposition D, a SWL 
337 disencumbered by SB 815 from public-trust restrictions, and inclusion in a City 
General Obligation Bond constitutes a beginning to a more financially sound and 
sustainable Port of San Francisco. 



11. Summary of Changes 

A summary of the changes over the last year is as follows: 

Changes in Dollars 

FY 08- 1 7 Total $ 1 ,865,000,000 

6% Cost Escalation 1 1 2,000,000 

Revised / Updated Cost Estimates 30,000,000 

$2,007,000,000 

Broken down by Port region, capital need increased across the Port as follows: 



Port Reqion 


2008 Total 


2009 Total 


Difference 


Increase 


China Basin 


$127,474 


$134,827 


$7,353 


5.77% 


Ferry Building 


82,437 


90,827 


8,390 


10.18% 


Fishermans Wharf 


104,718 


107,810 


3,092 


2.95% 


Norttieast Waterfront 


363,562 


391,914 


28,352 


7.80% 


Portwide 


284,960 


323,658 


38,698 


13.58% 


Southbeach 


292,709 


310,296 


17,587 


6.01% 


Southern Waterfront 


610.111 


647.990 


37.879 


6.21% 



$1,865,971 $2,007,322 $141,351 7.58% 



As of last year, the Port has been treating piers and wharves collectively as infrastructure. 
The treatment of these structures then, as a group, is similar to how a city would treat a 
system of utility mains. Instead of maintaining each piece of the system individually, an 
amount of funding is programmed each year to repair or replace elements that become 
damaged by external events, as well as elements that become the weakest part of the 
overall system. This is in part because infrastructure elements, unlike building 
subsystems (electrical systems, HVAC systems) are not mechanical in nature, and thus 
have a much longer lifespan. In addition, because of these long life spans, differential 
wear-and-tear of the Port's substructure elements is difficult to predict. 

As the Port was not able to commit any capital funds to pier and wharf substructure 
renewal over the past year, the schedule this year reflects the 2008 investment amount, 
$21.6 million, as part of the 2009 backlog. Until such time as the Port is in a position to 
commit funding to this line item, that backlog will continue to grow in successive years. 
This movement of foregone capital expenditure into backlog is reflected in the increase 
of 13.58% in the "Portwide"' line item above. 



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Just over $1 billion, or approximately 50% of the overall need identified in the Port's 10- 
year capital plan, addresses renewal and repair of existing facilities or deferred 
maintenance. Of the $650 million that the Port proposes to fund in the 10-year capital 
plan, approximately $333 million are allocated to renewal projects. 

Much of this consists of funds to address the Port's facility-specific backlog, largely non- 
seismic substructure pier and building repairs. Also included are street resurfacing and 
sewer repair projects. Some of these repairs will be funded by Port tenants as required in 
their leases. Other repairs will be covered by the Port through its annual operating budget. 
Some of the balance will be covered by development projects and Port revenue bonds, 
discussed in detail in the subsequent Enhancement Program sections. 

The Port wide Annual Programs that are funded in the Port's annual capital budgets 
include ( 1 ) dredging of the bay floor along the waterfront, which maintains the depth of 
the berths at the Port's piers so that they remain suitable for water traffic, (2) facility 
condition surveys, which allow the Port to evaluate the state of the Port's structures on a 
continuous basis and in an organized manner, and (3) emergency facility repair, a set- 
aside of funds for unforeseen situations, available for the most pressing capital needs in 
subsequent years if the programmed year remains emergency-free. 

The Port funds various open space improvements or mandated mitigations (such as the 
Brannan Street Wharf at Pier 36) under the Special Area Plan Open Space program as 
fimding opportunities become available. The Port proposes to fund part of these projects 
with land sale proceeds. Port operating revenues, and General Obligation bond funds. 

Because of the sheer magnitude of the Port's remaining Annual Program, the Pier/Wharf 
Substructure Reinvestment program, for the moment, receives little, if any, funding. The 
Port should reinvest back into the Port's pier substructures 0.75% of the value of those 
substructures, each year^ Unfortunately, because of the cost to do so, the Port has been 
unable to make the necessary investments to maintain the Port's substructures in good 
repair. 

For a detailed breakdown of costs in the schedule above, see Appendix A to this report. 
A further breakdown of projects within each building is available upon request. 

It is important to note that, as with prior reports and in keeping with capital planning 
convention, the backlog costs have been estimated in 2009 dollars, and are not escalated 
to the anticipated project date. 



' The level of need is calculated based on the cyclical replacement of portions of pier siibstriictiires. based on constrnclion t)pc 
and exposure to tidal action. For example, Port engineers estimate that the Port should rehabilitate 1 5% of the Port's prc-1920's 
era concrete piers even,' 20 years. 



rV. Proposed Funding 

Port staff proposes —and the Port Commission will eventually make decisions regarding— 
a total investment of $650 million in the ten-year capital plan. These investments consist 
of $164 million in Port Revenue Bonds, $205 million in Infrastructure Finance District 
(IFD) Bonds, $29.6 million in General Obligation Bonds, funds from the Port's operating 
budget, and private funds from Port tenant obligations and proposed development 
partners. These sources will fund improvements, including many seismic upgrades, to the 
following Port facilities: the Agriculture Building; Piers 15 & 17, where the 
Exploratorium is planning to relocate, pending major renovation; Piers 19 and 23; Piers 
9, 33 & 35; Pier 27, which will house the Port's cruise terminal; rail and tunnel 
improvements; Pier 50, home to the Port's Maintenance Division; Pier 70; Pier 80, the 
Port's primary cargo facility; the seawall and Backlands area at Piers 90-96; and various 
open space improvements along the waterfront. The proposed $650 million in funding 
over the next ten years is $154 million less than the $804 million proposed in the Port's 
FY 2008-09 10-year Capital Plan. The $154 million difference is due to the developer 
withdrawing from the Piers 27-31 project thus leaving the repair and seismic upgrade 
work unfunded for Piers 29 and 3 1 . As noted above and discussed in more detail below, 
the Port intends to repair and upgrade Pier 27 to reuse it as the Port's primary cruise 
terminal. 

Port Revenue Bond Projects 

The Port anticipates, issuing up to $164 million in revenue bonds by FY 2018-19. 
Structures were selected by Port staff for Revenue Bond funding based on whether or not 
the facility (1) is currently profitable, (2) has the potential to be more profitable, because 
it is under-utilized, (3) has potential to be more profitable, because it has a lease set to 
expire in the next 1 0-years, allowing the Port to improve the property and increase rents 
once the property is ready to be re-leased, or (4) is critical to supporting the Port's 
operations. The $99 million in projects to be funded under Base Port Revenues reflects an 
optimal level of revenue bond financing. The actual revenue bond will depend on the 
amount of Port revenues available at the time of issuance to repay the debt, interest rates, 
and on policies adopted by the Port Commission. 

Based on these criteria, subject to approval of policy makers. Port staff propose to make 
improvements to the following Port facilities with Port revenue bond funds: 



Port Revenue Bond Projects'* 







Bond- 








Additional 






Bond - Base 


SWL337 Lease 


Total Revenue 


Project 


Port Revenues 


Revenues 


Bond Funding 


Agriculture Building 


$5,000,000 


- 


$5,000,000 


Pier 9 


- 


$21,420,000 


21,420.000 


Piers 19-23 


27,000,000 


18,580,000 


45,580.000 


Pier 27 Cruise Terminal 


20,000,000 




20,000,000 


Piers 33 and 35 


2,000,000 


25,000,000 


27,000,000 



Pier 50 


20,000,000 


- 


20,000.000 


Pier 80 & Rail Improvements 


7,500,000 


- 


7,500,000 


Pier 90-96 Seawall & 


8,000,000 


- 


8,000,000 


Backlands Improvements 








Wharf J9 


5,000,000 


- 


5,000,000 


Fisherman's Wharf Fuel Dock 


1,500,000 




1,500,000 


Repairs 








Misc. Utilities 


3,000,000 


- 


3,000,000 


Total 


$99,000,000 


$65,000,000 


$164,000,000 



*Subject to actual debt capacity, as well as Port Commission, Mayor and Board of Supervisors approval. 
Project Descriptions: 

• Agriculture Building: Located in the Ferry Building Area of the Port, the brick 
building south of the Ferry Building is currently leased through short-term leases 
for office space and Amtrak's San Francisco ticketing office. The Port is 
developing a plan to determine possible new uses for the Agriculture Building, as 
well as costs to renovate the facility to accommodate the new uses. The Port 
proposes to allocate $5 million in revenue bonds to help cover repairs and seismic 
upgrades. 

• Northeast Waterfront Piers - Piers 9, 33 and 35: In 2007, the State legislature 

adopted legislation (SB 815) that allows for more varied development on some of 
the Port's seawall lots, and allows the Port to enter into lease terms of up to 75 
years (the prior maximum had been 66 years). The legislation also restricts the use 
of new revenue growth generated by seawall lot leases to 1 ) repair and seismic 
upgrades of historic facilities and 2) construction of open spaces required by the 
Special Area Plan. Seawall Lot 337 is the first development affected by the new 
legislation. The additional annual income associated with SWL 337 development 
will help the Port to leverage up to, roughly, $65 million in revenue bonds. Piers 
9, 33 and 35 v/ill be the recipient of some of these Revenue Bond funds (Piers 19- 
23 to receive the balance), which will go toward seismic upgrades and long- 
deferred repairs. 

• Pier 27 Cruise Terminal Project - On September 27, 2007, the Port Commission 
accepted the Cruise Terminal Advisory Panel's recommendation to re-locate the 
Port's primar}' cruise terminal from Pier 35 to Pier 27 because it is the most cost- 
effective location. The Port currently has $19.3 million available to make the 
necessary improvements at Pier 27 to accommodate a cruise terminal which is 
substantially less than the estimated $60 million project cost estimate. The Port 
proposes to allocate $20 million in Port revenue bond proceeds to help cover the 
shortfall for a total of $39.3 million available for the cruise terminal project. The 
Port is also undergoing an engineering evaluation to evaluate project cost 
alternatives and phasing opportunities based on detailed design and engineering 
plans. Finally, the Port is studying the possibility of using the cruise terminal as 



event space during non-cruise days to generate revenues that could be used to 
help cover funding shortfalls. 

Piers 19 and 23: These piers are located near one another in the northern 
waterfront. They require repairs and seismic upgrades and are currently without 
any long-term leases. The Port will allocate revenue bonds to the piers to attract 
tenants willing to make tenant improvements in return for 10-year leasing for non- 
public trust uses and longer leases for public trust uses. The Port proposes to 
allocate a total of appro.ximately $45.6 million in revenue bond funds toward 
improving these facilities with the end-goal of generating increased lease 
revenues. 

Pier 50: Located in China Basin, on Terry Francois Blvd south of AT&T 
Ballpark, Pier 50 houses the Port's maintenance facility. The estimated need over 
the next 10 years totals $50 million; the Port proposes to allocate $20 million in 
revenue bond funds to seismically upgrade and repair the areas of the pier's 
substructure in the worse condition. 

Pier 80 and Rail Improvements: located in the southern waterfront near Cesar 
Chavez Street, Pier 80 is the Port's cargo facility, which is presently focused on 
bulk and break-bulk cargo operations. It is currently under-utilized. The cost of 
needed repairs could be covered by increased revenues if the Port is better able to 
market this facility. As noted earlier, the Port recently constructed the Illinois 
Street Bridge, which will improve freight rail access to Pier 80, improving the 
marketability of the facility to prospective clients. The complete cost of repairs 
and seismic work to Pier 80 as well as the industrial buildings at Pier 80 is 
estimated at $105 million; the Port proposes to allocate $7.5 million in revenue 
bond funds to cover some repairs to the pier and rail improvements required to 
improve cargo operations. 

Wharf J9 Repairs: The Port needs to replace the Wharf J-9 seawall that is 
required to continue use of the adjoining leased facilities for which the Port 
proposes to allocate $5 million in revenue bonds. 



General Obligation Bond Projects 

In February 2008 San Francisco voters approved a $185 million General Obligation bond 
for park and open space improvements, of which $33.5 million has been allocated to fund 
or partially fund Port open space improvements across the Port's waterfront. Port projects 
include: a promenade at Pier 43^2 in Fisherman's Wharf; the Brannan Street Wharf Park 
in Southbeach; Bayfront Park in the Port's China Basin region; and, in the Port's 
Southern Waterfront, Crane Cove Park, Warm Water Cove Park, Islais Creek, and an 
entrance to Heron's Head Park. In FY 2008-09, using $3.1 million of the first bond 
issuance the Port initiated planning and design efforts for these projects. The 10-year 



10 



Capital Plan includes the balance of $29.6 million to complete design efforts and to fully 
construct these projects. 



Total G.O. Bond Park Funding Allocated to Port 


Projects 




Port Area 


Proposed Park 


Project 


G.O. Bond 
Fundins 


Fisherman's Wharf 


Pier 43 '^ Park 


Pier 43 '/2 


$9,000,000 


Southbeach 


Brannon Street Wharf Park 


Brannon St. WTiarf 


3,000,000 


China Basin 


Bayfront Park 


Blue Green way 
Project 


21,000,000 


Southern 
Waterfront 


Crane Cove Park 


Warm Water Cove Park 


Islais Creek 


Heron's Head Park Entrance 






Total: 


$33,500,000 



Development Projects 

The Port's development projects are public-private partnership projects in which a 
developer enters into a lease of up to 66 years with the Port for property, secures 
financing and is responsible for project delivery. The Port expects the Pier 15-17 
development project to begin construction in the next five years. As previously noted, 
cost estimates included in this Plan include only repair and replacement costs and seismic 
upgrades the Port would need to conduct in order to continue operating these facilities for 
current uses. The description below includes enhancements The Exploratorium is making 
to facilities to change their use; these changes go beyond the repairs, replacements, and 
seismic upgrades identified in the Port's lO-year capital plan, and so their costs are not 
included below: 

• Piers 15-17: The Port entered into an Exclusive Negotiating Agreement (ENA) 
with the Exploratorium to renovate Piers 15-17 and relocate the Exploratorium 
museum there from its current location at the Palace of Fine Arts. During the past 
several years, the museum has been looking for a new home to accommodate its 
expanding needs. The Exploratorium proposes to lease Pier 15 under a long-term 
lease and develop it for museum and ancillary uses, with the idea of expanding 
into Pier 17 in later years. Piers 15 and 17 are located in the Northeast Waterfront 
on The Embarcadero at Green Street. The Port's lO-year capital plan estimates the 
cost of the rehabilitation and seismic upgrade of Piers 15 and 17 to be 
approximately $65 million. 



Port Infrastructure Financing District (IFD) 

The State recently adopted legislation that allows the City to create an Infrastructure 
Financing District (IFD) within the Port's jurisdiction. This alternative method of 
collecting property tax increment is a useful financing tool for the Port. The Port 



11 



anticipates having a total of $205 million in IFD Bond funds available for a variety of 
projects, including Pier 70 improvements and other southern waterfront improvements. 
While some IFD Bond funding will be used by the Port for independent rehabilitation of 
facilities, other IFD Bond funds will be used as the Port's investment in larger public- 
private developments. Port staff have identified the Agriculture Building, and Piers 33 
and 35 as candidates for IFD Bond funding. 



Infrastructure Finance District Bond Projects* 










Additional 








SWL337 Tax 






Tax Increment 


Increment IFD 


Total IFD 


Project 


IFD Bond 


Bond 


Bond Funding 


Pier 70 - Infrastructure 


40,000,000 


- 


40,000,000 


Pier 70 - Environmental 


30,000,000 


- 


30,000,000 


Pier 70 - Open Space 


20,000,000 


- 


20,000,000 


Pier 70 - Piers and Wharves 


50,000,000 


- 


50,000,000 


Pier 70 -UIW Building 


- 


$45,000,000 


45,000,000 


Islais Creek 


- 


4,000,000 


4,000,000 


Blue Greenway 


- 


16,000,000 


16,000,000 


Total 


$140,000,000 


$65,000,000 


$205,000,000 



*Subject to actual debt capacity, as well as Port Commission, Mayor and Board of Supervisors approval. 

Pier 70 Improvements (Southern Waterfront): The Capital Plan identifies a total of 
approximately $525 million related to the Pier 70 complex including: environmental 
remediation, constructing and reconstructing streets, sidewalks, street lighting, and sewer 
and water system, open space development, historic building preservation and reuse of a 
portion of the site, principally along the main 20th Street stretching to the waterfront. 
Long a ship-building and ship-repair site. Pier 70 now houses the most important 
collection of historic industrial buildings west of The Mississippi. Unfortunately, owing 
to age, type of construction, deterioration, lack of code compliance and absence of site 
utilities and other infrastructure, most of the 35 buildings on the site are not used; only a 
few are leased. 

The Port is creating a master plan that includes: 1) a survey of the historic resources and 
development of preservation options, and 2) an economic and planning feasibility 
analysis with development options for Pier 70. We expect to complete this master plan by 
Spring 2009 and to issue a development RFP for Pier 70 in the Summer 2009. 

The project envisions bringing most, but not all, of the historic buildings and artifacts 
(fences, cranes) up to current code, repairing or replacing all building utilities and 
building systems, but not adding new square footage. Work would be done to meet the 
standards of the U.S. Secretary of the Department of Interior in keeping with the 
buildings' eligibility for the National Register of Historic Places. 

The Port's 10-year capital plan programs $140 million in IFD Bond funds to cover Pier 
70 campus infrastructure costs, which consist of $40 million to construct streets, sewers, 



12 



water mains, sidewalks, and street lighting, approximately $30 million to conduct 
environmental clean-up. $20 million to make needed open space improvements, and $50 
million to repair and upgrade wharves and piers. The Port should be better able to 
redevelop Pier 70 to viable reuses if it can invest public funds in the project. 

The Port is anticipating programming an additional $45 million in IFD bond funding 
from the tax increment generated by Seawall Lot (SWL) 337 to restore Pier 70's flagship 
structure, the Union Iron Works Building, for a future public use. As previously noted, 
the Port recently received a proposal to develop SWL 337 as a mixed use development 
that will allow the Port to issue IFD bonds at some point in the future. 



13 




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V. Unfunded (Deferred) and Emerging Needs 

The Port's proposed ten-year capital plan defers a total of $1.2 billion in needs. The most 
significant deferred projects include the following Port facilities; 



Unfunded Projects 



Unfunded Portion 
to Repair & 
Seismically 
Region Port Facility Upgrade 


Northeast 
Waterfront 


Pier 3 1 , office and warehouse space, pier substructure 


$22,500,000 


South 
Beach 


Pier 26, office and warehouse space, pier substructure 


46,300,000 


Pier 28, office and warehouse space, pier substructure 


31,000,000 


Pier 38, maritime recreation facility near South Beach 
Harbor 


46,900,000 


China 
Basin 


Pier 50, Shed D, the Port's Maintenance Facility, pier 
substructure 


17,200,000 


Pier 54, office and warehouse space, pier substructure 


38,400,000 


Southern 
Waterfront 


Pier 70 Campus, contains a vast array of historic 
structures 


297,000,000 


Pier 80 Cargo Facility 


69,700,000 



Funding Options for Deferred Projects 

(a) Grant Funds - The Port may be able to secure grant funding for its open space 
and transportation projects. 

(b) Public/Private Partnerships - The Port believes Pier 33, Pier 35, Pier 26, and 
Pier 70 are good candidates for future development projects. However, it has not 
issued RFPs nor has it secured approvals from various state agencies such as the 
State Lands Commission and San Francisco Bay Conservation and Development 
Commission (BCDC) for project scopes. Thus, while the Port has idendfied these 
facilities as potential development projects, it is premature to conclude that they 
will be repaired and upgraded by a developer. 

(c) No Identified Funding Options - If the Port is unable to identify a funding source 
or a developer to repair and seismically upgrade these facilities, it will eventually 
need to close the facilities and demolish them (if it can secure funds for 
demolition) or allow them to deteriorate and fall into the bay. 



20 



VI. Conclusions 

The Port's first 10- Year Capital Plan, issued in the spring of 2006, demonstrated the 
magnitude of the Port's financial challenges and that dramatic, new strategies will be 
required to allow the Port to fulfill its maritime and land use missions. 

Since that time, it has become increasingly clear that the major source of funding to 
recomiect the City with its waterfront envisioned by the Waterfront Land Use Plan - 
private equity - is insufficient to the task. Without new public sources of funding, 
private sector investment alone in the Port will not succeed in revitalizing the Port and its 
historic structures. 

However, since 2006, Port staff and the Port Commission, with support of Mayor Gavin 
Newsom and the Board of Supervisors, have been laying the groundwork for an enhanced 
approach to financing waterfront improvements. 

In 2005, the Port won passage of SB 1085, permitting the establishment of Infrastructure 
Financing Districts on Port property, allowing the capture of future property tax 
increment. And in 2007, the Port won passage of SB 815, lifting "public trust" use 
restricfions on four of the Port's seawall lots (337, 328, 330, and 347S), the largest of 
which - Lot A, SWL 337, in Mission Bay - is approximately 14 acres. 

Development of a portion of SWL 337 free of public trust use restrictions promises to 
yield the most significant increase in rental income and capital investment the Port has 
seen in many years. SB 8 1 5 requires that net proceeds from leasing at this site be spent 
on preservatiofi of historic resources on Port property or waterfront open space pursuant 
to the San Francisco Bay Conservation and Development Commission (BCDC) Special 
Area Plan for the San Francisco Waterfront. 

The combination of these tools (SB 1085 and SB 815) will allow the Port to leverage 
development of SWL 337 into improvements throughout the waterfront. Consensus 
regarding the final development plan for SWL 337 and an expenditure plan for a 
Southern Waterfront Infrastructure Financing District (including SWL 337) will yield 
these improvements by 2021-22. 

In an historic, first time ever contribution of public tax dollars to the Port, Proposition A 
on the February 2008 San Francisco Ballot was approved by a margin of 71.66% (Yes) to 
28.34% (No). As a result, $33.5 million in waterfront open space projects -projects that 
serve the public good- will be moving forward. 

Finally, in November 2008, the City's voters approved Proposition D that provides two 
new tools to develop Pier 70: (1) an option for the Board of Supervisors to approve a Pier 
70 plan in lieu of individual lease approvals; and (2) an optional new financing tool that 
allows the Port to capture 75% of the payroll and hotel tax increment generated by the 
Pier 70 development to help fund waterfront parks, marine terminals, environmental 
remediation, historic rehabilitation, and utility infi^astructure. 



21 



In 2006, the Port's Capital Plan seemed like (at best) a decades-long partial solution to a 
waterfront problem that developed over decades or (at worst) an exercise in futility. It 
now appears that the Port is poised to pursue dramatic new open space improvements and 
new strategies to preserve historic piers and buildings over the next ten years. 

There are still issues to be addressed in the Pier 70 area and other areas within the City's 
waterfront. However, the Port's newfound ability to utilize these new public resources 
constitutes a beginning to a more financially sound and sustainable Port of San Francisco. 

However, further changes to law and the Port's financing strategy are required: the City 
and the Port need to fully develop plans for financing a new Cruise Terminal. The State 
of California can further contribute to its interests through allocating some or all of its 
share of possessory tax increment associated with developing Port property, as defined by 
the public trust and the BCDC Special Area Plan, along the San Francisco waterfront. 
The federal government, likewise, has an interest in removing threats to navigation posed 
by rotting Port facilities near navigation channels. 

The Port needs the continued support of the City's elected family to enact some of the 
financing strategies described in the Port's 1 0-yearCapital Plan. While these changes 
may be difficult to achieve. Port staff are energized to pursue these and other solutions 
that will eliminate waterfront blight and create a 21^^ century waterfront. 



22 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 


FacID 


Building Name 


Building 


Backlog 


10 Year 


Code& 


Total 


No. , 




Type 




Renewals 


Safety 




5470H 


Blue Shed BIdg (Wharf J-11) 


Simple 


$71 


$0 


$1,350 


$1,421 


1840 


Copra Crane 


Basic 


$748 


$0 


$0 


$748 


1001 


Downtown Ferry Terminal 


Basic 


$621 


$0 


$33,076 


$33,697 


0000 


Equipment 


Basic 


$0 


$0 


$8,721 


$8,721 


2740 


Fac. 200 - World Trade Club Restaurant 


Basic 


$277 


$1,627 


$722 


$2,626 


2000 


Fac. 2000 - Ferry Plaza 


Piers 


$518 


$319 


$3,692 


$4,529 


2750 


Fac. 274-175 - Ferry Building Clock Tower 


Basic 


$0 


$308 


$294 


$602 


2750 


Fac. 274-275 Ferry Building 


Basic 


$0 


$7,515 


$7,173 


$14,688 


2780 


Fac. 278 Agriculture BIdg Substructure 


Piers 


$4,635 


$0 


$2,541 


$7,176 


2780 


Fac. 278 Agriculture Building 


Basic 


$2,515 


$654 


$533 


$3,702 


2750 


Ferry Building: Fac. 274 - 275 


Piers 


$0 


$0 


$0 


$0 


6020 


Freight Yard - Intermodal Container Transfer Facility 


Street 


$3,273 


$0 


$26,275 


$29,548 


4000 


Harbor Office at Hyde Street 


Small 


$0 


$0 


$492 


$492 


1980 


Herons Head Park 


Basic 


$164 


$0 


$185 


$349 


2500 


Hyde Street Pier 


Piers 


$0 


$0 


$0 


$0 


2500 


Hyde Street Pier - Storage Buildings (3) 


Small 
Port 
Wide 


$0 


$0 


$0 


$0 


000 


Leased Piers 


$0 


$38,160 


$0 


$38,160 


1010 


Pier 1 


Piers 


$0 


$72 


$0 


$72 


1010 


Pier 1 - Office Building 


Basic 


$0 


$2,304 


$0 


$2,304 


1015 


Pier 1 1/2 


Piers 


$0 


$0 


$0 


$0 


1015 


Pier 1 1/2 - Bulkhead/Shed Building 


Basic 


$0 


$0 


$0 


$0 


1005 


Pier 1/2 


Piers 


$715 


$0 


$1,980 


$2,695 


1140 


Pier 14 (Public Pier) 


Piers 


$0 


$0 


$0 


$0 


1150 


Pier 15 


Piers 


$14,508 


$116 


$13,573 


$28,197 


1150 


Pier 15 - Bulkhead/Shed Building (contains trailer 


Simple 


$2,309 


$911 


$3,351 


$6,572 


1155 


Pier 15/17 - Office on Marginal Wharf 


Small 


$0 


$0 


$0 


$0 


1155 


Pier 15/17 Valley - demolition 


Piers 


$7,791 


$0 


$0 


$7,791 


1170 


Pier 17 


Piers 


$7,027 


$86 


$9,293 


$16,406 


1170 


Pier 17- Shed Building 


Simple 


$2,533 


$704 


$2,812 


$6,049 


1175 


Pier 17 1/2 


Piers 


$1,269 


$0 


$417 


$1,686 


'1190 


Pier 19 


Piers 


$7,762 


$0 


$8,349 


$16,111 


1190 


Pier 19 - Bulkhead/Shed Building 


Simple 


$1,491 


$377 


$2,356 


$4,223 


1195 


Pier 19 1/2 


Piers 


$4,549 


$0 


$2,493 


$7,042 


1195 


Pier 19 1/2 -Bulkhead/Shed 


Simple 


$454 


$316 


$1,054 


$1,824 


1020 


Pier 2 


Piers 


$3,787 


$0 


$1,807 


$5,594 


'.770 


Pier 2 - Sinbads 


Basic 


$112 


$581 


$153 


$845 


1225 


Pier 22 1/2 


Piers 


$2,030 


$7 


$879 


$2,917 


1225 


Pier 22 1/2 - Fire Station 


Basic 


$442 


$157 


$120 


$719 


1225 


Pier 22 1/2 - Maintenance / Recreation 


Small 


$0 


$0 


$0 


$0 


230 


Pier 23 


Piers 


$5,404 


$0 


$8,889 


$14,293 


230 


Pier 23 - Bulkhead/Shed Building 


Simple 


$1,187 


$605 


$2,417 


$4,209 


235 


Pier 23 1/2 


Piers 


$2,509 


$0 


$412 


$2,921 


235 


Pier 23 1/2 Pier 23 Cafe 


Small 


$0 


$0 


$0 


$0 


245 


Pier 24 1/2 


Piers 


$3,862 


$0 


$3,027 


$6,889 


245 


Pier 24 1/2 -Bulkhead/Shed Building 


Simple 


$541 


$0 


$673 


$1,214 


260 


Pier 26 


Piers 


$13,204 


$0 


$30,143 


$43,347 



23 



\PPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code& 
Safety 



Total 



Pier 26 - Bulkhead/Shed 


Simple 


$1,113 


$1,525 


$3,096 


$5,734 


Pier 26 1/2 


Piers 


$2,910 


$0 


$2,346 


$5,256 


Pier 26 5 - Bulkhead 


Basic 


$1,064 


$1,158 


$656 


$2,878 


Pier 27 


Piers 


$443 


$382 


$38,950 


$39,776 


Pier 27 - Office Annex 


Small 


$536 


$0 


$0 


$536 


Pier 27 - Office/Admin Building 


Basic 


$652 


$208 


$294 


$1,153 


Pier 27 Shed Building 


Simple 


$2,262 


$2,626 


$2,449 


$7,337 


Pier 28 


Piers 


$8,481 


$0 


$20,363 


$28,844 


Pier 28 - Bulkhead/Shed Building 


Simple 


$1,825 


$307 


$1,853 


$3,985 


Pier 28 1/2 


Piers 


$578 


$0 


$317 


$895 


Pier 28 1/2 - Hidive Restaurant 


Small 


$0 


$197 


$0 


$197 


Pier 29 


Piers 


$15,512 


$0 


$16,173 


$31,685 


Pier 29 - *Bulkhead/Shed Building 


Simple 


$3,782 


$374 


$3,732 


$7,887 


Pier 29 1/2 


Piers 


$0 


$0 


$0 


$0 


Pier 29 1/2 - Bulkhead Building 


Simple 


$1,140 


$127 


$1,265 


$2,532 


Pier 3 


Piers 


$6,931 


$0 


$5,362 


$12,293 


Pier 3 - Bulkhead/Shed Building 


Basic 


$0 


$0 


$0 


$0 


Pier 30 and 32 


Piers 


$22,060 


$309 


$55,839 


$78,208 


Pier 31 


Piers 


$10,001 


$0 


$14,236 


$24,237 


Pier 31 - Bulkhead/Shed Building 


Simple 


$2,514 


$999 


$2,290 


$5,803 


Pier 31 1/2 


Piers 


$3,135 


$0 


$2,578 


$5,713 


Pier 32 1/2 Marginal Wharf (Brannon St) 


Piers 


$0 


$0 


$24,385 


$24,385 


Pier 33 


Piers 


$5,562 


$0 


$9,271 


$14,833 


Pier 33 - Bulkhead/Shed Building 


Simple 


$2,425 


$1 ,363 


$2,142 


$5,930 


Pier 33 1/2 


Piers 


$0 


$0 


$405 


$405 


Pier 33 1/2 - Bulkhead Building 


Basic 


$1,033 


$544 


$395 


$1,973 


Pier 34 1/2 Marginal Wharf 


Piers 


$0 


$0 


$0 


$0 


Pier 35 - Bulkhead/Shed Building 


Basic 


$3,397 


$13,420 


$4,393 


$21,210 


Pier 35 1/2 


Piers 


$0 


$0 


$4,418 


$4,418 


Pier 35 Cruise Terminal 


Piers 


$12,927 


$119 


$15,297 


$28,343 


Pier 36 (to be demolished) 


Piers 


$119 


$0 


$0 


$119 


Pier 36 - Bulkhead Building/Shed 


Simple 


$838 


$87 


$866 


$1,791 


Pier 38 


Piers 


$30,754 


$0 


$13,847 


$44,601 


Pier 38 - Bulkhead/Shed Building 


Simple 


$268 


$2,009 


$2,673 


$4,949 


Pier 38 1/2 


Piers 


$537 


$0 


$441 


$978 


Pier 39 


Piers 


$0 


$0 


$0 


$0 


Pier 39 - Retail Shops 


Basic 


$3,546 


$10,462 


$6,296 


$20,304 


Pier 39 - Underwater World 


Basic 


$0 


$430 


$0 


$430 


Pier 39 1/2 Marginal Wharf 


Piers 


$0 


$0 


$0 


$0 


Pier 40 


Piers 


$18,053 


$0 


$8,903 


$26,956 


Pier 40 - Shed Building 


Simple 


$229 


$152 


$1,106 


$1,488 


Pier 40 1/2 (S Beach Harbor Wharf) 


Piers 


$2,370 


$0 


$390 


$2,760 


Pier 40 1/2- Java House 


Small 


$0 


$0 


$0 


$0 


Pier 40 Restaurant & Robert Stack Chandelry 


Basic 


$0 


$226 


$193 


$419 


Pier 41 


Piers 


$0 


$0 


$2,761 


$2,761 


Pier 41 1/2 


Piers 


$0 


$0 


$0 


$0 


Pier 41 1/2 - Blue&Gold BIdg. 


Basic 


$0 


$437 


$356 


$793 



24 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code& 
Safety 



Total 



Pier 43 

Pier 43 - Arch 

Pier 43 1/2 

Pier 43 1/2 - Franciscan Restaurant 

Pier 43 1/2 - Red & White Tours 

Pier 43 1/2 - Taits/Patio Sandwhich Shop 

Pier 45 

Pier 45 - Shed A 

Pier 45 - Shed B 

Pier 45 - Shed C 

Pier 45 - Shed D 

Pier 46B China Basin Ferry Terminal 

Pier 47 - Guardinos Storage BIdg 

Pier 47 - Scoma / Fish Prep BIdg 

Pier 47 - Scoma Storage BIdg 

Pier 47 - Scomas Restaurant 

Pier 47 - Scomas Storage Shed 

Pier47-Wharf J6, J7, J8 

Pier 47 WF Albert Seafoods Proc BIdg 

Pier 48 

Pier 48 - Shed A 

Pier 48 - Shed B 

Pier 48 1/2 - Jellys restaurant 

Pier 49 - Aliotos Restaurant (Wharf J-1) 

Pier 49 - Fishermans Grotto No, 9 (Wharf J-1) 

Pier 49 - Fishermans Memorial Chapel 

Pier 49 - Guardinos (Wharf J-1) 

Pier 49 - Sabella & Latorre (Wharf J-1 ) 

Pier 49 - Tarantinos Restaurant (Wharf J-1) 

Pier 49 - The Crab Station (Wharf J-1) 

Pier 49 Nicks Lighthouse (Wharf J-1) 

Pier 5 

Pier 5 1/2 - Bulkhead Building 

Pier 50 

Pier 50 - Shed A 

Pier 50 -Shed B 

Pier 50- Shed C 

Pier 50 - Shed D 

Pier 50 1/2 

Pier 50 Administration Building 

Pier 52 

Pier 54 

Pier 54 - Office BIdg 

Pier 54 - Oil Shed 

Pier 54 - Shed Building 

Pier 54 - Storage Shed 

Pier 60 - Wharf - wood piles 



Piers 


$96 


$0 


$259 


$355 


Small 


$0 


$226 


$0 


$226 


Piers 


$1,873 


$0 


$13,323 


$15,196 


Basic 


$194 


$699 


$344 


$1,237 


Small 


$0 


$0 


$0 


$0 


Small 


$48 


$0 


$0 


$48 


Piers 


$1,227 


$1,096 


$148 


$2,471 


Simple 


$458 


$1,207 


$2,237 


$3,902 


Simple 


$461 


$1,213 


$1,754 


$3,428 


Simple 


$529 


$497 


$4,761 


$5,787 


Simple 


$416 


$1,149 


$1,584 


$3,149 


Piers 


$783 


$0 


$8,707 


$9,490 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$48 


$0 


$48 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$316 


$299 


$615 


Small 


$0 


$18 


$0 


$18 


Piers 


$1,724 


$699 


$3,733 


$6,156 


Simple 


$97 


$20 


$157 


$274 


Piers 


$7,172 


$1,383 


$1,307 


$9,862 


Simple 


$1,521 


$193 


$0 


$1,714 


Simple 


$1 ,562 


$198 


$0 


$1,760 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$348 


$291 


$639 


Basic 


$0 


$541 


$451 


$992 


Small 


$0 


$151 


$0 


$151 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$211 


$172 


$383 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$0 


$0 


$0 


Piers 


$0 


$0 


$0 


$0 


Basic 


$0 


$0 


$0 


$0 


Piers 


$26,308 


$1,613 


$17,045 


$44,967 


Simple 


$1,130 


$1,036 


$1,791 


$3,956 


Simple 


$1,040 


$0 


$1,816 


$2,856 


Simple 


$1,259 


$302 


$2,182 


$3,742 


Simple 


$1,048 


$1,013 


$2,791 


$4,852 


Piers 


$0 


$0 


$321 


$321 


Basic 


$1,190 


$505 


$468 


$2,162 


Piers 


$0 


$0 


$3,692 


$3,692 


Piers 


$27,970 


$0 


$11,084 


$39,054 


Small 


$505 


$0 


$0 


$505 


Small 


$120 


$0 


$0 


$120 


Simple 


$363 


$0 


$593 


$956 


Small 


$0 


$40 


$0 


$40 


Piers 


$996 


$0 


$431 


$1,427 



25 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code & 
Safety 



Total 



Pier 60 - Wharf Carmens Restaurant 

Pier 64 

Pier 64 1/2 Kelly Mission Rock Resort Restnt 

Pier 68 

Pier 7 - The Waterfront Restaurant 

Pier 7 1/2 

Pier 7 Public Pier 

Pier 70 

Pier 70 - Pier 68 - Bathrooms BIdg. #141 

Pier 70 - Pier 68 - Beth Street Substation #2, BIdg. #50 

Pier 70 - Pier 68 - Beth Street Warehouse BIdg. #30 

Pier 70 - Pier 68 - Blast Shed BIdg. #150 

Pier 70 - Pier 68 - Boiler/Steam Power House - #103 

Pier 70 - Pier 68 - Building #149 

Pier 70 - Pier 68 - Cable/Electric Shop - Bldg.#38 

Pier 70 - Pier 68 - Checkhouse #1, BIdg. #122 

Pier 70 - Pier 68 - Checkhouse #2, BIdg. #123 

Pier 70 - Pier 68 - Equipment Building #36 

Pier 70 - Pier 68 - Machine Shop - BIdg. #105 

Pier 70 - Pier 68 - near checkhouse #2, Building #51 

Pier 70 - Pier 68 - Office BIdg (#127) 

Pier 70 - Pier 68 - Office BIdg Annex to #1 01 . BIdg. #40 

Pier 70 - Pier 68 - Office Building #101 

Pier 70 - Pier 68 - Office Building #104 

Pier 70 - Pier 68 - OfficeAA/arehouse BIdg.- BIdg #1 1 1 

Pier 70 - Pier 68 - Ops. BIdg #102 

Pier 70 - Pier 68 - Pipe Rack, BIdg. #120 

Pier 70 - Pier 68 - Pipe Storage BIdg #107 

Pier 70 - Pier 68 - Sheet Metal/Tools BIdg #109 

Pier 70 - Pier 68 - Shipwright Building -#108 

Pier 70 - Pier 68 - Steel Shop Office (bidg #121) 

Pier 70 - Pier 68 - Substation #4 (bIdg #58) 

Pier 70 - Pier 68 - Substation #6, BIdg. #64 

Pier 70 - Pier 68 - Substation #7 (bIdg #68) 

Pier 70 - Pier 68 - Warehouse & 6-ton crane, BIdg. #49 

Pier 70 - Pier 68 - Yard Washroom, BIdg. #110 

Pier 70 - Pier 68 - Yard Washroom, BIdg. #1 1 9 

Pier 70 - SWL 345 - Kneass Boatworks, Main 

Office/boat storage 

Pier 70 - SWL 345 - Kneass, Pier 66 Boatyard Office 

Pier 70 - SWL 349 - Auto Yard Shop BIdg #19 

Pier 70 - SWL 349 - Beth Street Stress Relieving, BIdg. 

#16 

Pier 70 - SWL 349 - Beth Street Warehouse, BIdg. #32 

Pier 70 - SWL 349 - Beth Street Washroom & Locker, 
BIdg. #24 

Pier 70 - SWL 349 - Beth Street Washroom & Locker, 
BIdg. #25 



Small 


$117 


$0 


$0 


$117 


Piers 


$2,461 


$0 


$1,596 


$4,057 


Basic 


$0 


$167 


$0 


$167 


Piers 


$6,476 


$35,249 


$23,516 


$65,241 


Basic 


$115 


$265 


$146 


$525 


Piers 


$0 


$0 


$0 


$0 


Piers 


$0 


$0 


$0 


$0 


Piers 


$45,270 


$0 


$87,277 


$132,547 


Small 


$0 


$0 


$0 


$0 


Small 


$91 


$0 


$0 


$91 


Small 


$0 


$708 


$0 


$708 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$281 


$197 


$478 


Small 


$0 


$0 


$0 


$0 


Simple 


$738 


$0 


$5,479 


$6,217 


Small 


$0 


$0 


$161 


$161 


Small 


$0 


$0 


$78 


$78 


Simple 


$245 


$92 


$2,234 


$2,571 


Simple 


$454 


$41 


$3,600 


$4,095 


Small 


$60 


$0 


$0 


$60 


Small 


$0 


$0 


$0 


$0 


Basic 


$1,315 


$0 


$284 


$1,599 


Basic 


$5,519 


$558 


$25,057 


$31,135 


Basic 


$3,843 


$0 


$16,983 


$20,826 


Basic 


$5,361 


$1,223 


$9,564 


$16,148 


Basic 


$752 


$162 


$815 


$1,729 


Small 


$0 


$0 


$42 


$42 


Small 


$0 


$195 


$0 


$195 


Simple 


$831 


$928 


$459 


$2,218 


Basic 


$5,438 


$231 


$9,762 


$15,432 


Small 


$0 


$93 


$0 


$93 


Small 


$0 


$0 


$128 


$128 


Small 


$302 


$0 


$919 


$1,221 


Small 


$0 


$217 


$71 


$288 


Simple 


$86 


$117 


$22 


$224 


Small 


$593 


$0 


$695 


$1,288 


Small 


$217 


$0 


$0 


$217 


Simple 


$0 


$0 


$1,523 


$1,523 


Small 


$302 


$0 


$0 


$302 


Simple 


$178 


$0 


$1,016 


$1,194 


Simple 


$250 


$0 


$1,131 


$1,381 


Simple 


$323 


$0 


$1,393 


$1,716 


Small 


$518 


$0 


$646 


$1,164 


Small 


$0 


$225 


$49 


$274 



26 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 


FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code& 
Safety 


Total 


3490 
3490 


Pier 70 - SWL 349 - Beth Street Washroom & Locl<er, 

BIdg. #29 

Pier 70 - SWL 349 - Brass Foundry, BIdg. #115 


Small 
Simple 


$558 
$486 


$0 
$0 


$767 
$5,035 


$1,325 
$5,521 


3490 


Pier 70 - SWL 349 - Foundry, BIdg. #1 16 


Simple 


$486 


$0 


$5,035 


$5,521 


3490 


Pier 70 - SWL 349 - Test Room, BIdg. #23 


Small 


$658 


$0 


$230 


$888 


3490 
3490 
3490 
3490 
3490 


Pier 70 - SWL 349 - UIW Machine Shop, BIdg. #114 
Pier 70 - SWL 349 Building #6 (condemned) 
Pier 70 - SWL 349 Equipment BIdg - BIdg #14 
Pier 70 - SWL 349 Heavy Machine Shop - BIdg #113 
Pier 70 - SWL 349 Office Building - BIdg. #1 1 Noonan 


Simple 
Simple 
Simple 
Simple 
Basic 


$243 
$1,039 

$435 
$2,322 
$3,564 


$0 
$0 
$0 
$0 
$467 


$2,295 
$6,258 
$4,825 
$26,575 
$7,422 


$2,538 

$7,297 

$5,260 

$28,897 

$1 1 ,453 


3490 
3490 
3490 
3490 
3490 


Pier 70 - SWL 349 SF Shipyard Training BIdg 117 
Pier 70 - SWL 349 Shop Building - BIdg #21 
Pier 70 - SWL 349 Traffic Department BIdg. #12 & #15 
Pier 70 - SWL 349 Traffic Dept. Shed - BIdg #66 
Pier 70 - SWL 349 Warehouse - Bldg.2 


Simple 
Simple 
Basic 
Simple 
Simple 


$606 
$226 

$7,463 
$618 

$2,226 


$195 
$0 
$0 
$0 

$179 


$9,390 
$3,321 

$15,753 
$531 

$18,276 


$10,191 
$3,547 

$23,216 
$1,149 

$20,682 


1800 


Pier 80 


Piers 


$8,208 


$2,400 


$55,447 


$66,055 


1800 
1800 
1800 


Pier 80 - Entry Canopy 

Pier 80 - Gear & Maintenance Building 

Pier 80 - Office BIdg #2 


Simple 
Simple 
Small 


$220 

$884 

$0 


$0 

$198 

$95 


$266 

$938 

$0 


$486 

$2,020 

$95 


1800 * 


Pier 80 - Service Building 


Simple 


$987 


$1,151 


$745 


$2,883 


1800 


Pier 80 - Shed A 


Simple 


$835 


$4,707 


$21,019 


$26,561 


1800 
1800 


Pier 80 - Shed D 

Pier 80 - Terminal Office 


Simple 
Small 


$630 
$240 


$3,205 
$0 


$4,065 
$0 


$7,900 
$240 


2800 


Pier 80 Administration Building 


Basic 


$2,303 


$2,457 


$1,888 


$6,648 


1800 


Pier 80 Office BIdg #1 


Small 


$0 


$95 


$0 


$95 


1090 


Pier 9 


Piers 


$10,538 


$0 


$8,660 


$19,198 


1095 


Pier 9 1/2 


Piers 


$683 


$0 


$562 


$1,245 


1090 
1900 


Pier 9 Bulkhead/Shed Building 
Pier 90 


Basic 
Piers 


$8,048 
$9,598 


$2,953 
$0 


$3,091 
$0 


$14,093 
$9,598 


1900 
1900 


Pier 90 - Fire Department Building 
Pier 90 - Maintenance BIdg 


Basic 
Small 


$67 
$0 


$45 
$85 


$150 
$0 


$261 
$85 


1900 


Pier 90 - Old Powerhouse 


Small 


$0 


$0 


$0 


$0 


1900 
1900 


Pier 90 - Storage BIdg 
Pier 90 - Truck Pits 


Small 
Small 


$0 
$0 


$32 
$88 


$0 
$0 


$32 
$88 


1920 


Pier 92 


Piers 


$3,666 


$0 


$0 


$3,666 


1940 


Pier 94 - 96 wharf area 


Piers 


$4,565 


$0 


$13,627 


$18,192 


1940 


Pier 94 - Wharfside Building 


Small 


$0 


$0 


$0 


$0 


1960 
1960 
1960 
1960 
1960 
1960 


Pier 96 - Administration Building 
Pier 96 - Bounty Restaurant 
Pier 96 - Entry Canopy 
Pier 96 - Exit Canopy 
Pier 96 - Gatehouse BIdg 
Pier 96 - Maintenance Building 


Basic 
Basic 
Simple 
Simple 
Small 
Basic 


$543 

$715 

$54 

$28 

$0 

$737 


$395 
$0 

$122 

$91 

$0 

$446 


$374 
$141 
$240 
$142 
$0 
$728 


$1,312 

$856 

$416 

$261 

$0 

$1,911 


I960 


Pier 96 - Office/Restroom 


Small 


$0 


$116 


$0 


$116 


I960 
I960 
'960 


Pier 96 - Recyciing/LASH Terminal 
Pier 96 - Storage 
Pier 96 - Truck Scales 


Simple 

Small 

Small 


$1,453 
$0 
$0 


$1,074 

$130 

$34 


$4,484 
$0 
$0 


$7,010 

$130 

$34 



27 



APPENDIX A - 


10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 






FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code & 
Safety 


Total 



0000 Port-wide Projects 

4036 Street - 20th east of Illinois 

4038 Street - 24th from Michigan to Maryland 

4043 Street - Amador and extension 

4022 Street - Broadway btw Embarcadero & Vallejo 

4008 Street - Embarcadero from Taylor to Powell 

4020 Street - Green between Davis and Front 

3030 Street - Hyde Alley, Fish Alley 

4001 Street - Hyde N of Jefferson to Hyde St Pier 
4004 Street - Jefferson btw Jones and Leavenworth 

4002 Street - Jefferson from Leavenworth to Hyde 
4017 Street - Lombard btw Sansome and Embarcadero 

4040 Street - Marin east of Michigan 

3020 Street - Pier 47, Fish Alley, Al Scoma Way 

4003 Street - R.H. Dana Dr. (Leavenworth) N of Jefferso 

4033 Street - T. Francois along China Basin 

4034 Street - T. Francois btw China Basin and Mission R 
4006 Street - Taylor Street btw Jefferson and Embarcadero 

4041 Street - TN, IN, MN btw Tulare and Marin 
3010 SWL 301 - Andre Boudin Pavilion 

3010 SWL 301 - Andre Boudin Restaurant 

3020 SWL 302 - Alioto Fish Co. 

3020 SWL 302 - Castagnola/Storage BIdg 

3020 SWL 302 - Crab Boat Owners Asso. 

3020 SWL 302 - Firewood Cafe 

3020 SWL 302 - Pompeis Grotto 

3020 SWL 302 - Port Harbor Office 

3020 SWL 302 - Scomas (Smoke House) 

3020 SWL 302 - United Shellfish Warehouse 

3030 SWL 302 Cal Shell Fish Shed 

3020 SWL 302 Castagnola Rest. 

3020 SWL 302 Coast Marine Supply Mat. Storage BIdg 

3020 SWL 302 Costal Marine Retail Space 

3020 SWL 302 D&G Co. d.b a. Lou Blues 

3020 SWL 302 Franks Fisherman Supply 

3020 SWL 302 Substructure (Wharf J-9) 

3020 SWL 302 United Shellfish Processing 

3030 SWL 303 - Alioto Fish Co, 

3030 SWL 303 - Cal Shell Fish 

3030 SWL 303 - Cioppinos/(Hoppe) 

3030 SWL 303 - Franceschis Restaurant 

3030 SWL 303 - GP Resources 

3030 SWL 303 - SP Trantino/Martell Ins 

3030 SWL 303 - The Bay Company, Hoppe, Arthur N. 

31 10 SWL 31 1 Pier 39 Garage 

3130 SWL 313 Embarcadero Triangle Lot Assn. 



Port 










Wide 


$21,600 


$250,544 


$4,633 


$276,777 


Street 


$392 


$0 


$0 


$392 


Street 


$545 


$0 


$488 


$1,033 


Street 


$1,731 


$0 


$15,360 


$17,091 


Street 


$431 


$0 


$62 


$493 


Street 


$0 


$0 


$0 


$0 


Street 


$143 


$0 


$0 


$143 


Street 


$253 


$0 


$185 


$438 


Street 


$205 


$0 


$0 


$205 


Street 


$106 


$0 


$0 


$106 


Street 


$111 


$0 


$826 


$937 


Street 


$153 


$0 


$0 


$153 


Street 


$143 


$0 


$492 


$635 


Street 


$341 


$0 


$0 


$341 


Street 


$126 


$0 


$0 


$126 


Street 


$429 


$0 


$0 


$429 


Street 


$4,493 


$0 


$0 


$4,493 


Street 


$261 


$0 


$246 


$507 


Street 


$751 


$0 


$0 


$751 


Small 


$0 


$0 


$1,477 


$1 ,477 


Basic 


$0 


$135 


$0 


$135 


Basic 


$0 


$445 


$381 


$826 


Small 


$0 


$0 


$0 


$0 


Basic 


$459 


$0 


$65 


$524 


Basic 


$0 


$113 


$96 


$209 


Basic 


$0 


$101 


$99 


$200 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$0 


$115 


$115 


Small 


$0 


$156 


$0 


$156 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$426 


$356 


$782 


Simple 


$0 


$177 


$503 


$680 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$325 


$197 


$522 


Piers 


$4,439 


$331 


$1,681 


$6,451 


Simple 


$0 


$15 


$41 


$56 


Basic 


$0 


$317 


$177 


$494 


Basic 


$0 


$268 


$117 


$385 


Basic 


$0 


$558 


$275 


$833 


Basic 


$0 


$110 


$89 


$199 


Small 


$0 


$28 


$0 


$28 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$246 


$201 


$447 


Simple 


$0 


$738 


$5,823 


$6,561 


Simple 


$0 


$583 


$2,761 


$3,344 



28 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



Fac ID 
No. 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code& 
Safety 



Total 



3150 SWL 315 Office Bulding (HHC Investment limited) 

3150 SWL 315 Parl<ing Structure 

3160 SWL 316 Houstons Restaurant 

31 70 SWL 317 Office Building 

31 80 SWL 31 8 Roundhouse One 

3180 SWL 318 Roundhouse Two 

3180 SWL318Sandhouse 

31 90 SWL 31 9 Fog City Diner 

3220 SWL 322 ABC TV 

3300 SWL 330 Restaurant and Apts. at Towsend 

3310 SWL 331 & 332 Delancey Street Foundation 

3430 SWL 343 Bluepeter Building 

3450 SWL 345 - SF Boat Works Office/Shop 

3450 SWL 345 - SF Boat Works Storage/The Ramp 

3520 SWL 352 - Backlands Redevelopment 

1620 Third Street Bridge House 

5470H Wharf J-11 

5470 Wharf J-4 

1490 Wharfs J-1 and J-3 (Pier 49) 

PORT TOTAL 



Basic 


$0 


$4,151 


$3,180 


$7,331 


Simple 


$0 


$489 


$3,700 


$4,189 


Basic 


$0 


$475 


$303 


$778 


Basic 


$0 


$6,720 


$3,490 


$10,210 


Basic 


$0 


$624 


$484 


$1,108 


Basic 


$1,216 


$699 


$657 


$2,571 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$286 


$112 


$398 


Basic 


$0 


$8,726 


$4,076 


$12,802 


Basic 


$0 


$1,706 


$1,803 


$3,509 


Basic 


$0 


$3,827 


$3,942 


$7,769 


Simple 


$322 


$62 


$466 


$850 


Basic 


$0 


$419 


$186 


$605 


Simple 


$67 


$76 


$154 


$297 


Basic 


$2,247 


$0 


$0 


$2,247 


Small 


$0 


$0 


$0 


$0 


Piers 


$401 


$0 


$0 


$401 


Piers 


$965 


$78 


$0 


$1,043 


Piers 


$0 


$741 


$2,850 


$3,591 




$543,510 


$453,211 


$1,010,602 


$2,007,323 



29 



i 

"PORT-™ 

SAN FRANCISCO 

MEMORANDUM 

February 5, 2009 

TO: MEMBERS. PORT COMMISSION 

Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

FROM: Monique A. Moyer k/\)\]\f^^^J^ 

Executive Director ^ 

SUBJECT: Informational presentation on commencement of Blue Greenway Planning 
Process. 

DIRECTOR'S RECOMMENDATION: Information Only - No Action Required 

Overview 

This staff report provides a brief history of the Blue Greenway project and provides an 
overview of the upcoming community planning process and associated work program. 
The planning process will be led by the Port with assistance from the Department of 
Public Works, Bureau of Landscape Architects, consultants, an Interagency working 
group and interested stakeholders through a Community Steering Committee. This 
community planning process is the initial step and is a critical component in facilitating 
the ultimate implementation of the Port's improvements to the Blue Greenway, which 
will be primarily funded through the 2008 Clean and Safe Parks General Obligation 
Bond funds. 

The result of the community planning process is to develop a document that guides 
design and programming of the Blue Greenway system of projects and prioritizes 
projects based upon available funding. 

Background 

The Blue Greenway (see Exhibit 1, Draft Blue Greenway map) is the City of San 
Francisco's effort to improve the City's Southern portion of the 500 mile, 9-county region 
wide Bay Trail and waterfront open space system, which was established in 1987 by SB 
100 and is managed by the Association of Bay Area Governments (ABAG). 

The Blue Greenway concept evolved out of the fact that while San Francisco's portion 
of the Bay Trail is primarily completed on the northern portion of its waterfront from 

This Item Covers Calendar Item No. 9A 

SAN FRANCISCO i„i^^^.^^^^^^^^_r^— 

mmmm 




Golden Gate Bridge to AT&T Park, the southern portion requires significant 
improvement. The Neighborhoods Parks Council (NPC) and San Francisco Planning 
and Urban Research Association (SPUR) initiated the effort to promote coordination 
between public agencies to continue planning and implementation of open space 
improvements by the Port, the City's Planning and Recreation & Parks (R&P) 
Departments, the Redevelopment Agency (SFRA), the San Francisco Bay Conservation 
and Development Commission (BCDC) and California State Parks Department. This 
effort was furthered by Mayor Gavin Newsom's 2006 Blue Greenway Task Force, in 
which the Port participated. 

The Mayor's Task Force developed the following Vision Statement for the effort: 

^ "The Blue Greenway is more than a trail; it is a unifying identity for the 13-mile 
corridor along San Francisco's southeastern waterfront. The Blue Greenway will 
link established open spaces; create new recreational opportunities and green 
infrastructure; provide public access through the implementation of the San 
Francisco Bay Trail, the San Francisco Bay Area Water Trail, and green corridors 
to surrounding neighborhoods; install public art and interpretive elements; 
support stewardship; and advocate for waterfront access as an element of all 
planning and development processes over time". 

The following guiding principles were developed from the Task Force: 

Identity 

A working, urban waterfront that invites public use and enjoyment and access to the 

water; 

Health and Environment 

An environmentally sustainable and accessible shoreline on the Bay that is safe and 

healthy for people as well as wildlife; 

Connectivity 

A premier public open space system that connects San Francisco's southeastern 

neighborhoods to the Bay; and 

Economy and Development 

A catalyst for responsive and responsible development, employment opportunities, and 

economic vitality. 

Based upon the efforts of the Port and as a result of the Mayor's Task Force, the Port 
identified significant Blue Greenway opportunities along the Southern Waterfront as a 
component of the City's 2008 Clean and Safe Neighborhood Parks Bond. In order to 
facilitate the expenditures of this General Obligation (GO) Bond measure, the Port 
agreed with the GO Bond Planning Committee to conduct a community planning 
process for the Blue Greenway that will: 

• define open space opportunities including programming (where & how parks 
could be used); 



• develop design guidelines to provide continuity and cohesiveness throughout the 
system of open spaces and the connections between them (identify consistent 
site furnishings, signage, interpretation, art); and 

• develop project prioritization for the improvements based upon available funds, 
including sources other than the Port (recognizing the GO Bond funding will not 
fund all potential improvements). 

This work will produce Blue Greenway Planning and Design Guidelines. These 
Guidelines define project and design parameters to provide direction for scoping and 
developing detailed construction plans to implement new Blue Greenway improvement 
projects. 

Work Program 

The Port has developed a preliminary scope of work to conduct the Community 
Planning Process. The planning work product will include analysis and design 
considerations for Port and non-port lands, but use of Port and GO Bonds funds for 
implementation would only be used on Port lands. The community planning process will 
be led by Port staff with assistance through a work order from the Department of Public 
Works (DPW) Bureau of Landscape Architects, a community outreach consultant and a 
landscape graphics consultant, who will provide graphics design services for signage, 
way-finding and identity development. 

The proposed work program includes multiple updates to the Port Commission to 
provide input and direction and process reports. 

Community Outreach and Interaqencv Coordination 

In order to develop Planning and Design Guidelines for the Blue Greenway and to 
prioritize projects for implementation, the Port has developed a community-based 
planning process. This process, described below, builds upon the tremendous amount 
of work completed to date, and takes advantage of the existing community 
organizations and outreach processes that are already in place. The work will be 
coordinated with an interagency (City, Regional, & State) review effort. 

The Port proposes to establish a Community Steering Committee for the Blue 
Greenway planning that will represent various neighborhood interests, including: open 
space, park, water access and environmental advocates, design professionals, property 
owners and developers. This process is designed to be transparent and open to anyone 
interested, but Steering Committee members are representatives that will commit to 
attending meetings, represent a broad range of interest and report back to constituents, 
information about the project. Committee members will be responsible for attending 
Blue Greenway specific workshops (as articulated below) and may assist in 
coordinating the Port and team with outreach to their representative groups. In addition, 
they will be responsible for providing input on the Planning and Design Guidelines and 
prioritization concepts being established and will provide input at all stages of the work 
program. 



The Community Steering Committee would include: 

• A representative from the Port's, Central Waterfront Advisory Group (CWAG), 
Southern Waterfront Advisory Committee (SWAC) and Maritime Advisory 
Committee (MCAC) 
Neighborhood Parks Council (NPC) 

Bayview Hunters Point Project Area Committee (BVHP- PAC) 
Hunters Point Shipyard Citizens Advisory Committee (HPSY - CAC) 
Mission Bay Citizens Advisory Committee 
Literacy for Environmental Justice (LEJ) 
Bicycle Coalition 
Bay Access 
SPUR 

Natural Areas 

NPC Blue Greenway Steering Committee 
Green Trust 
State Parks Foundation 
Developers/Property Owners 



Because the Blue Greenway alignment crosses so may jurisdictions it is important to 
establish an interagency working group that can coordinate on issues that cross 
geographical and agency responsibilities. This Interagency Working Group will be 
coordinated by the Port and will be responsible for expertise and policy oversight on all 
issues that may affect multiple jurisdictions, provide technical oversight and review on 
best practices and insure that the Planning and Design Guidelines developed can and 
will be implemented. 



The Interagency Working Group (IWG) would include: 
Port 
SFRA 
DPW 

Recreation and Park 
Municipal Transportation Agency (MTA) 
City Planning 
Mayor's Office 

San Francisco Public Utilities Commission 
SF Arts Commission 
BCDC 

ABAG - Bay Trail 
Coastal Conservancy 
State Parks 



Summarized Scope of Work & Schedule 

Phase 1 Project Initiation 

This phase will include: the formation of the Community Steering Committee and 

Interagency Work Group; review of the proposed work program with community 

members; and establish an anticipated schedule for the planning process. 

Schedule: February - March '09 



Phase 2 Existing Conditions, Opportunities and Constraints, Best Practices and 

Programming Considerations 
This phase will be the foundation of the planning effort. It will include the preparation of 
a document for public discussion and review that includes: (a) assembly of all of the 
existing site conditions and existing plans, which will influence the planning effort; (b) 
identifying opportunities and constraints as it relates to improving the Blue Greenway; 

(c) identifying Best Practices of waterfront open space systems from around the world to 
determine feasibility or lessons learned that could be applied to the Blue Greenway; and 

(d) identifying a variety of suggested program (use) options for the different waterfront 
open spaces. Because of the physical scale of the Blue Greenway, it is likely that this 
information will be presented to the community in geographic sub-areas, including: 1) 
Mission Creek to Islais Creek; 2) Islais Creek to the Hunters Point Shipyard and 3) the 
Hunters Point Shipyard to the County line. This information will be reviewed through 
presentations to existing Citizen Advisory Committees (CACs) and other public forums. 
The second half of this phase will be to refine program use options and to present them 
for review and comment through a community workshop specifically for the Blue 
Greenway. The results of this phase will be presented to the Port Commission. 
Schedule: February - July '09 

Phase 3 Alternative Design Guidelines 

This phase will be used to develop alternative design concepts for improvements that 
will be made throughout the Blue Greenway "system", including site furnishings 
(seating, lighting, identity markers, way finding, interpretation and public art), and 
pathway and roadway or other types of connections. The improvements are intended to 
provide the continuity and cohesiveness along the Blue Greeenway so that anyone 
enjoying the improvements can recognize they are on a "system" of open spaces. This 
phase of work will be reviewed through the use of a Blue Greenway specific community 
workshop(s). The results of this phase will be presented to the Port Commission. 
Schedule: May - October '09 

Phase 4 Develop Cost Estimates & Project Prioritization 

This phase of work will include the development of order of magnitude cost estimates to 
help determine feasibility of improvements and to help determine project prioritization. It 
is recognized that there is a limited resource of funding available in relation to the scope 
of projects being considered. This phase will recommend project priorities that maximize 
the use of available funds and may suggest methods of using existing funds to leverage 
additional funds to maximize opportunities. Community outreach for this phase will be 
through existing CACs and other forums. 
Schedule: July - December '09 

Phase 5 Draft Design Guidelines, Programming and Prioritization Concepts 

This phase will prepare a draft document of the work completed to date and include 

revisions to programming options, design guidelines and project prioritization based 

upon the Port Commission and community's input. This document will be presented for 

review through a Blue Greenway specific Community Workshop(s) and to the Port 

Commission. 

Schedule: October '09 - February '10 



Phase 6 Final Design Guidelines, Programming Concepts, Cost Estimates and 

Project Prioritization 
This phase of work will be to finalize the Blue Greenway Planning and Design 
Guidelines, based upon the community planning process. The document will be utilized 
by the Port and other agencies to guide the implementation of the Blue Greenway. 
Based upon this document, the Port will begin the necessary steps to implement 
specific projects as identified. The final product will be presented to the Port 
Commission and to the community through the existing CACs. 
Schedule: February - April '10 

Funding 

The Port has identified through its Capital Plan, a series of potential funding 
mechanisms that could be utilized to finance portions of the Blue Greenway, some of 
which rely on future Port development projects and some of which are currently 
available. 

Specific funds currently available include: 

• the San Francisco voter approved February 2008 Proposition A, Clean & Safe 
Neighborhood Parks General Obligation Bond, which committed $33.5 Million to 
the Port of San Francisco for waterfront parks and open space, of which 
approximately $22.5 million is designated for improvements along the Blue 
Greenway. The Port committed to use approximately $250,000 of the Blue 
Greenway funds towards the creation of a document to guide the development 
and improvements to the Blue Greenway and approximately $750,000 to 
construct some of the initial common element improvements developed through 
the process, including way-finding, site furnishings and potentially public art 
within the Port's jurisdiction. The remaining $21.5 million will then be used to 
improve specific facilities, such as Heron's Head Park, Islais Creek, Warm Water 
Cove Park, Crane Cove Park, and the Mission Bay Shoreline. 

• approximately $700,000 in mitigation funds from BCDC to be used to improve 
Islais Creek and; 

• $5.5 million ($550,000 for 10 years) from proceeds from the Transbay Cable 
Project, lease agreement, that specifically allocated funds for Southern 
Waterfront open space and/or energy efficiency improvements. 

It is anticipated that the Port can use some of these funds to leverage additional funds 
from other regional, state or federal resources and that other City agencies would work 
with the Port to invest and prioritize the related transportation projects. 

Next Steps 

Port staff will begin implementing this work program by working with DPW to define the 
work order and scope of work; identifying appropriate consultants to assist, establishing 
the Community Steering Committee and getting commitments from the interagency 
working group. It is anticipated that February and March will be utilized to seek 
community support for the work program and that Phase 1 and a significant portion of 
Phase 2, will be completed in the Spring of 2009. 

Prepared by: David Beaupre, Senior Waterfront Planner 




SAN FRANCISO 


BLUE Green WAY 


Southern Warerfroni Open Space System 


'? '=■' Blue Greenway 


O T Line Station 


■i RPD Open Space 


■■ Non Port/RPD Open Space 


Port Open Space 


I^H Planned Open Space 



OPEN SPACE INDEX 



(T) Mission Creek Shoreline North 
(?) Mission Creek Shoreline South 

(3) China Basin Park 

(4) Terry Francois Blvd Improvements 
Pier 52 Boat Launch 
© Bayfront Park 
Agua Vista Park 
® Mission Bay Parks 23 & 24 
(9) Pier 64 Shoreline Access 
@ Illinois Street Improvements 
(n) Pier 70 Crane Cove Park 
@ Pier 70 Open Spaces 
(b) Pier 70 Shipway Park 
@ 22nd Street Shoreline Access 
@ 24th Street Improvements 
@ Warm Water Cove Park 
© Islais Creek North 
@ Islais Creek South 
@ Bayview Gateway 
@ Cargo Way Improvements 
(2j) Pier 94 Wetlands 
@ Heron's Head Park 
@ PG&E Shoreline Access 
@ Jennings/lnnes Ave Improvements 
{25) India Basin Shoreline Park 
@ HPS Neighborhood Park 
@ Concessionaire Extreme Park 
@ Yosemite Slough Wetland 
@ Bayview Gardens 
(|o) Candlestick State Park 



> 



0.25 0.5 



e 

Draft for 
nternal Review 



Plan to Reconfigure 
Candlestick Recreation 
Area & Open Spaces 

G:\Southern W.ii ei f roiit\ Blue Greenw 




lyNGtcipliK \' BC, M^p ""PORTs 

SAN PNANCI9CO 



January 2009 



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TO: 



PORT-— 

SAN FRANCISCO 

MEMORANDUM 

February 5, 2009 

MEMBERS. PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



FROM: 



Monique Moyer 
Executive Director 




o^ 



SUBJECT: Informational Presentation by Port Staff and the Potential Developer for the 
16 Acre Mixed Use Development Opportunity at Seawall Lot 337 (includes 
AB 8719, Lot 002; AB 9900, Lot 62; AB 9900, Lot 048; and AB 9900, Lot 
048H; all bounded generally by China Basin, the San Francisco Bay, Mission 
Rock Street and Third Street) 

DIRECTOR'S RECOMMENDATION: Information Only - No Action Required 

BACKGROUND 

On October 23, 2007, the Port Commission authorized staff to issue a Request for 
Qualifications ("RFQ") for development of SWL 337 based on objectives and criteria 
developed through a community planning process. The Commission also authorized the 
Executive Director to convene a Seawall Lot 337 Advisory Panel representing planning, 
environmental, economic, urban design & architecture, neighborhood and city-wide 
interests and expertise to review respondent development concepts and provide findings 
and recommendations to the Port Commission for its consideration and action (Resolution 
No. 07-80). Four teams submitted timely, complete and responsive development 
concepts. 

On February 26, 2008, the Port Commission received an informational presentation from 
the four developer teams regarding their RFQ submittals. On April 8, 2008, the Port 
Commission received an informational presentation from the SWL 337 Advisory Panel 
summarizing its deliberations and evaluation of the four RFQ submittals. 

On April 22, 2008, the Port Commission approved the Advisory Panel's recommendation 
to invite two of the development teams to respond to a Request for Proposals (RFP) 
(Resolution No. 08-25). The Commission also authorized issuance of the RFP with 
revised objectives and criteria (Resolution No. 08-26). 

This Print Covers Calendar Item No. 9B 



SAN FRANCISCO 



FAX 415 274 0528 



BH! 



9I1IIIH 



SHORTLISTED DEVELOPER TEAMS COMBINE INTO SINGLE ENTITY 

On August 19, 2008 the two development teams invited to respond to tiie RFP informed 
the Port of their intention to combine into a single development entity "in an effort to 
strengthen our efforts, to devise the best possible design for the site, and to increase the 
likelihood that a financially beneficial and viable project can move forward and begin 
generating revenues for the Port". The combined developer team requested and was 
granted four extensions of the submittal deadline, to January 15, 2009. 

PORT RECEIVES ONE DEVELOPMENT PROPOSAL 

On January 15, 2009, the Port received an RFP submittal from the shortlisted developer 
team (as combined) comprised of the following partners (listed in the order named in the 
submittal): 

San Francisco Giants 

Wilson Meany Sullivan 

Kenwood Investments 

The Cordish Company 

Stockbridge Capital 

Farallon Capital Management, LLC 

At the February 10, 2009 Port Commission meeting, the developer team will present its 
development concept for SWL 337 which has been posted on the Port's webpage for this 
offering (www.sfport.com/swl337). Port staff has performed an initial review of the 
submittal and extracted the main points and concepts as shown on the attached Exhibit A. 
This information, where possible, reflects the submittal's exact language and does not 
reflect staff analysis or judgment regarding the proposal. 

ADDITIONAL PUBLIC OUTREACH AND NEXT STEPS 

In order to provide additional opportunities for public comment, the development team will 
present its proposal for SWL 337 at a public workshop scheduled for Wednesday, March 
18, 2009, from 5:00 to 8:00 p.m. in the Prologis Exhibit Hall located at 255 Channel Street 
in the Mission Bay neighborhood. The development proposal will also be reviewed and 
discussed by the Central Waterfront Advisory Group (CWAG) at its March 2009 meeting. 
At these presentations the developer team will share its vision for the site followed by 
substantial time for public comment. The presentations will enable the developer team 
and community stakeholders to have a direct exchange on the public's response to the 
development concept. The Port is also seeking public comment on the development 
proposal through its website. 

The development proposal will undergo review by the SWL 337 Advisory Panel with 
assistance from Port staff. City support staff and independent consultants. The results of 
the Advisory Panel evaluation and a summary of the public comment received will be 
presented to the Port Commission for its consideration prior to making a decision on the 
developer selection. Currently this is anticipated to occur at either the April 28 or May 12, 

-2- 



2009 Port Commission meetings. Pursuant to Port Commission direction, the anticipated 
project schedule leading to commencement of construction is shown on the attached 
Exhibit B. 

Prepared by: Phil Williamson 
Project Manager 

For: Jonathan Stern 

Assistant Deputy Director 
Waterfront Development 

Byron Rhett, Deputy Director 
Planning and Development 

Attachments 

Exhibit A: Summary of RFP Submittal 

Exhibit B: Proposed Schedule 

Site Map 



-3- 



ri 



EXHIBIT A 



Summary of Seawall Lot 337 RFP Submittal 



Development Entity: 




San Francisco Giants 
Wilson Meany Sullivan 
Kenwood Investments 
The Cordish Company 
Stockbridge Capital 
Farallon Capital 
Management, L.L.C. 




Project Team: 




Land Use/Urban Designer 


SMWM/Perkins & Will 
Beyer Blinder Belle 


Architecture 


SMWM/Perkins & Will 
Beyer Blinder Belle 


Landscape Architect 


Hargreaves Associates 


Civil Engineers 


BKF Civil Engineers 


Transportation and Parking 


Robert L. Harrison Transportation Planning 
Adavant Consulting 
Douglas Wright Consulting 
Messagesmith Strategic Communications 
Imperial Parking 


Legal Counsel 


Coblentz, Patch, Duffy & Bass 
Sheppard Mullin Hampton & Richter 


Geotechnical Engineers 


Treadwell & Rollo 
ENGEO 


Sustainability Advisors 


Atelier Ten 


Hazardous Materials 
Remediation/Environmental 


Ash Creek Associates, Inc. 
Eler Kalinowski 


Construction 


Hathaway Dinwiddie 
Nibbi Brothers 


Community Relations 


San Francisco Giants 
Wilson Meany Sullivan 
Kenwood Investments 
The Cordish Company 


Lead Negotiator 


Seawall Lot 337 Associates, LLC 


Comparable development 
& construction projects of 
development entity 
principals 


SF Giants: AT&T Park; China Basin Park 
Cordish: Ballpark Village, St. Louis, MO; 
Kansas City Power & Light District 
Farallon: Mission Bay 



-4- 





WMS: The Ferry Building 
Kenwood: Treasure Island 


Project Concept* 




• Overview 

• 


SWL 337 will feature a major waterfront 
open space sweeping up from the Bay into a 
lively mixed-use neighborhood with office, 
residential, retail and recreational uses. 
Linking to the streets of Mission Bay, the 
proposed block pattern of SWL 337 is broken 
into ten small city blocks to create a 
pedestrian friendly environment and provide 
views and paths to the park and water from 
all directions within and outside the district. 


• Open Space 


8.7 acres of public open space including a 
1 .5 acre neighborhood square within the core 
of the development, a 1 acre plaza at the 
entrance to Pier 48 and a 5.1 acre park 
directly on the Bay bringing people close to 
the water through a promenade that extends 
over the rip-rap and steps leading down to 
the water and to a kayak launch. Park to be 
activated by programs for family recreation, 
gatherings, performances and enjoyment of 
Bay and China Basin views. Rooftop gardens 
and playfields, primary streets and sidewalks 
are in addition to the 8.7 acres. 


• Total Commercial 
Space 


Retail space: 242,375 sq. ft. 
Event/Flex space: 181,200 sq. ft. 
Office: 1,037,400 sq. ft. 
Residential: 875 units 
Parking: 2,650 spaces 


• Pier 48 ^^H 


Front portion of 48A: Restaurant; Front 

portion of 48B: Retail 

Central portion of both sheds: Flexible space 

for events, trade shows, exhibits, festivals 

with some game day parking. 

Rear portion of both sheds and connector 

building: major event and conference center 

with small cafe. 

Renovated pier apron: Maritime operations 

and vessel berthing, public access, fishing, 

Bayside History Walk. 



-5- 



EXHIBIT B 



SWL 337 Potential Schedule 



October 30, 2007 
May 28, 2008 
August 27, 2008 
January 15,2009 
February 10, 2009 
February 10, 2009 

March 18,2009 
April 28, 2009 
May 26, 2009 
April - August 2009 
April - August 2009 

September 2009 

September - October 2009 

2010 

2010 

2011 

Early 2012 

Early 2012 

2012-13 

2013 

2013-2022 



RFQ Issued 

RFP Issued 

Original Proposal Due Date 

Proposals Received 

Executive Session Direction from Port Commission 

Informational Presentation to Port Commission and Public on 
Proposal Received 

Advisory Panel Public Meeting 

Port Commission Action Item to Authorize Award/Negotiate ENA 

Port Commission Action Item to Approve ENA 

Negotiate Term Sheet 

Commence Re-zoning & EIR in Coordination with Planning 
Department 

Port Commission Action Item to Approve Term Sheet 

Board of Supervisors Action Term Sheet "Early Read" 

State Land Commission Trust Study/Concurrence 

BCDC Seaport Plan Amendment 

Certification of EIR and Zoning Changes - Planning Commission 

Port Commission Approves LDD A/Lease 

Board of Supervisors Approval of LDDA/Lease 

Design and Construction 

Execute Lease - Break Ground 

Project Phases 1-4 



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SAN FRANCISCO 
PORT COMMISSION 



FEBRUARY 10, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

FEB 2 2009 



SAN FRANCISCO 
PUBLIC LIBRARY 



MEMBERS, PORT COMMISSION 

HON. RODNEY FONG, PRESIDENT 

HON. STEPHANIE SHAKOFSKY. VICE PRESIDENT 

HON. KIMBERLY BRANDON 

HON. MICHAEL HARDEMAN 

HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
FEBRUARY 10, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:05 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Kimberly Brandon and Ann Lazarus. Commissioner Hardeman arrived at 2:15 p.m. 

2. APPROVAL OF MINUTES - January 13, 2009 

ACTION: Commissioner Brandon moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Lazarus moved approval; Commissioner Brandon 
seconded the motion. All of the Commissioners were in favor. 

At 2:06 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1 ) CONFERENCE WITH LEGAL COUNSEL REGARDING EXISTING 
LITIGATION MATTER. 

a. Discuss existing litigation matter pursuant to California Government 
Code Section 54956.9 and San Francisco Administrative Code 
Section 67.10(d) (1 case; Information Item). 

• San Francisco Pier 33 LLC v. City and Countv of San Francisco. 
Port of San Francisco, et al . (San Francisco Superior Court Case 
No. CGC-07-464954). City as Defendant 

(2) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 

This session is closed to any non-Citv/Port representative.* 

M021 02009 



I 



a. Property : AB 8719, Lot 002, also known as Seawall Lot 337, AB 
9900, Lot 62, also known as China Basin Park, and AB 9900, Lot 048 
and AB 9900, Lot 048H, also known as Pier 48 (all bounded 
generally by China Basin, the San Francisco Bay, Mission Rock 
Street, and Third Street) 

Person Negotia ting: Port: Byron Rhett, Deputy Director, Planning & 

Development 

* Negotiating Parties : 

(1) San Francisco Giants, Wilson Meany Sullivan, Kenwood 

Investments, The Cordish Company, Stockbridge Capital, Farallon 

Capital Management, LLC 

b. Property : AB 0201, Lot 013 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 

and Development 

*Negotiating Parties : San Francisco Waterfront Partners, Simon 

Snellgrove 

RECONVENE IN OPEN SESSION 

At 3:25 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any other 
information discussed in executive session; Commissioner Lazarus seconded 
the motion. All of the Commissioners were in favor. 

ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

EXECUTIVE 

A. Executive Director's Report. Executive Director Moyer welcomed Meghan 
Wallace, Budget Analyst from the Mayor's Office; Bob Davis, Executive 
Director of the Entertainment Commission and our ILWU friends. 



M021 02009 



Executive Director Moyer reported the following: 

• San Francisco Ocean Film Festival - February 19-22. 2009 

The sixth annual San Francisco Ocean Film Festival will be on February 
19 through the 22nd. Thirty films will be shown. We're pleased that the 
organization continues to focus on important maritime and oceanic issues 
here in the Bay and other places. Passes are available for purchase at 
their website for either $60 each or a VIP pass for $110. 

• Best New Restaurant: La Mar Cebicheria Peruana 

Good news for La Mar Cebicheria. The editors of 7 x 7 picked La Mar as 
the best new restaurant. Their write-up on the restaurant was very cheeky 
and very cute. It talked about how we, as San Franciscans, could ever 
conceive that an out-of-town restaurant not featuring Italian food, not a 
single noodle, could possibly be the best choice. La Mar is, in fact, the 
choice for the best new restaurant. She congratulated everyone involved 
in that effort, most especially SF Piers LLC. She can attest that every night 
when she walks by the restaurant, it is doing pretty good. The back deck is 
finally open so as we get into the spring and summer months, it will 
continue to be a very important destination restaurant. 



• 



• 



Illinois Street Intermodal Bridge Project - American Society of Civil 
Engineers (ASCE) Region 9 Bridge Proiect of the Year- February 24. 
2009 Awards Dinner in Sacramento 

The Illinois Street Bridge was selected by the American Society of Civil 
Engineers Region 9 as the best bridge project of the year. From 50 eligible 
projects they awarded several in the best categories for different types of 
structures, and the Port won the award for the best bridge project. On 
February 24, 2009, members of our engineering staff, the project architect, 
and the project engineer Creegan & DeAngelo, will attend an awards 
dinner in Sacramento. The bridge had to close for a couple of hours a 
weekend or so ago, and we were happily entertaining complaints to that 
effect. We are happy to know that she is a very popular and desirable 
bridge. 

Commendation for immediate Past President. Commissioner Kimberly 
Brandon 

Ms. Moyer thanked immediate past president Commissioner Kimberly 
Brandon for her service, not just in the past year, but for what has proven 
to be many, many years of above-and-beyond dedication. Commissioner 
Brandon presided over a very big year for the Port. In 2008, the Port had 
two ballot measures, the first time in 30 years. We were successful, first 
for the park bonds, which is a great feat for the Port, and we finally got to 
be considered an entity worthy of city tax revenues, at least as it relates to 



M021 02009 



helping the Port create more open space for the city. With respect to 
Proposition D for Pier 70, the voters of the city needed to have a very 
large vision to understand the complexity of that measure and to embrace 
it as they did. That is in full part due to the leadership that Commissioner 
Brandon demonstrated, on the Port's behalf. She was very tireless in 
promoting the importance of those issues and many others. 

We also had a very difficult budget negotiation during the year, as well as 
many other milestone decisions and policies put into place. On behalf of 
all of the Port staff, she thanked Commissioner Brandon for her service 
and for all of the hours she spent meeting with staff. We, and most of the 
people in this room, cannot possibly know how many hours the Port 
Commission President puts into all of our issues. Our new president and 
vice president are quickly finding that out as well. She can't imagine the 
numbers of emails, letters and phone calls they received from her and 
from everyone else. She thanked her for that and looks forward to working 
with her again on many more important issues throughout 2009, 2010 and 
beyond. 

On behalf of the Port, Commission President Rodney Fong congratulated 
and presented Commissioner Brandon a plaque. It reads, "Kimberly 
Brandon, In appreciation for your leadership, dedication, and commitment 
as President of the San Francisco Port Commission, January 2008 to 
December 2008." 

Commission Kimberly Brandon remarked that it is a surprise and an honor 
to receive the commendation. As Monique mentioned, 2008 was a great 
year for the Port, but it was also a very challenging year. She is so 
fortunate to be able to work with such great staff led by Director Moyer 
and her fellow Commissioners. She couldn't ask for a better relationship 
with her fellow Commissioners. They are a great team. 

Brad Benson, Special Projects Manager, remarked that he enjoyed 
working with the Port Commission. It has been an honor to work with 
Commissioner Brandon over the past year on a broad range of projects 
such as Proposition D. He hopes that President Fong will give Port staff as 
long a leash in terms of proposing wild ideas for San Francisco voters. We 
all appreciate the vision of the Waterfront Land Use Plan. The southern 
waterfront did have mixed use development opportunity areas in terms of 
Pier 70 and the backlands. It's with the Commissioner's leadership that we 
started to look at the southern waterfront as more than just our maritime 
area of the Port, an area where we can create jobs and economic 
development opportunities, but also try and envision a beautiful area of 
the waterfront. It's that vision that we need to keep on hammering away. 
The SWL 337 project is an example of that. The development solicitation 
really crystallized under Commissioner Brandon's leadership at the 
commission level. On a couple of negotiations, he appreciated working 
with her on the construction materials recycling center in the backlands 



M021 02009 



M021 02009 



and the Darling biodiesel proposal. It's been great to have a steady hand 
guiding staff through the process. He thanked Commissioner Brandon for 
that. 

Corinne Woods echoed Brad Benson's comments. Commissioner 
Brandon's advocacy for the southern waterfront has been fantastic. The 
fact that she not only thought about jobs and master planning, but she 
also thought about beautification and ways to fund beautification. She also 
thought about ways to move projects forward and they've been fantastic 
and very much appreciated. 

Commissioner Kimberly Brandon thanked Corinne, Brad and David for 
their comments and added that most of that could not have been done 
without Corinne, Brad or David Beaupre. They have been phenomenal. 

David Beaupre, Planning and Development, thanked Commissioner 
Brandon for her leadership, primarily for the southern waterfront efforts 
that he participated in as it relates to the backlands. Pier 70, and the Blue 
Greenway. As Brad, Monique and Corinne mentioned. Commissioner 
Brandon's efforts in trying to improve the southern waterfront need to be 
recognized. Not only does Port staff and the community recognize it, but 
the bigger community outside the Port does as well. When he's in the 
community, he often hears about the respect that they have for 
Commissioner Brandon and the appreciation for the work that she does. 
He thanked her for all her efforts. 

Commendation for Claudia Davison on her retirement 

Ms. Moyer indicated that our friend and colleague, Claudia Davison, is 
leaving the Port for greener pastures. Whatever she can see out of the 
windows in her small camper trailer after the big vast views of the Port, 
she has determined that small, remote, unpopulated is more attractive 
than the Port. She has retired effective the end of January. Claudia joined 
the Port in March of 1997. She has given the Port a tremendous legacy of 
property management and creative ideas. The Street Performers program 
is one of the most amazing feats that we've been able to achieve citywide. 
That is in large part due to Claudia. She will always be known to herself, 
Phil Matier and many others as the Blue Line lady. Hopefully her Blue Line 
will stay there for a long, long time. She's already starting to get angry 
emails from people when somebody has crossed the Blue Line. It has 
moved from being just a little bit of a joke to a very important management 
tool. We thank Claudia for that. Claudia's been gone now for two weeks 
and it's a little weird to see her dark office and not to have her smiley, 
friendly face wandering around the office giving us all good cheer and 
reminding us how much she loves the Port and how much she loves 
Fisherman's Wharf in particular. She never ever had a conversation with 
Claudia where it didn't come out that Fisherman's Wharf was the jewel of 
her career. She cared for it as she would her own child. We will always be 

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grateful to Claudia for that. We have very big shoes to fill. We wish her 
happy trails. 

On behalf of the Commission, President Rodney Fong congratulated and 
presented Claudia with a plaque. It reads, "In appreciation, Claudia 
Davison, for 12 years of hard work, dedication, service from March 1997 
to January 2009." 

Commissioner Fong indicated that Monique touched on a couple of the 
very strong and difficult items that Claudia's been able to tackle at 
Fisherman's Wharf. The street performers program is being taken on 
citywide and looked at Union Square as well. The Port's been really a 
great model, and Claudia's creativity and persistence to see the job done 
has been nothing but great things for Fisherman's Wharf. He thanked her 
for that. 

Claudia Davison indicated that she feels like she's in George Lu's shoes, 
but alive. Her father was born in San Francisco. When she was a little kid, 
they used to come down to the Wharf and they could rarely afford those 
50 cent cocktails. In 1978, she found her way into property management 
and still loves it, each property being a unique blend of physical, legal, 
financial, and psychological factors. When any one of those goes awry, 
the property will fail in a very predictable way. What she especially loves is 
finding and implementing incremental changes to right a listing property. 
For the Port, achieving those goals is not for the faint of heart. It is most 
assuredly not a solo act. The people who spoke the kind words earlier are 
some of her heroes, people within the Port and its community who 
contribute their talent, experience, willingness, and ability to get jobs done. 
It takes a shared vision and multidisciplinary team to make progress. Work 
at the Port is important, complicated, challenging, and rewarding. She 
sincerely appreciates the experience and the commendation, and wishes 
everybody the best. 

Bob Davis, Executive Director of the Entertainment Commission, 
commended President Fong and Claudia for their work on the street 
performers program. There was an international conference in San 
Francisco last November. One of the things that people commented on 
was the street performers program and how good it was. They received 
hundreds and hundreds of calls and emails. There are street performers 
from Holland who call and go online to reserve spaces to come and 
perform in San Francisco. There are people who email to find out where it 
is so that they can come and visit San Francisco and make sure that they 
go. This is a program that city attorneys worked on for years. Claudia was 
able to find a way, a great way. Any legislation requires hands-on 
management and creativity. Claudia brought that to the table and nurtured 
it. It is one of the best in the world. He thanked Claudia for all her efforts. 



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M021 02009 



Susan Reynolds, deputy director of real estate, personally thanked 
Claudia for the support she's given her as the deputy director. Claudia 
gave 12 of her years to the Port and brought with her experience, a 
certified property management designation, a strong work ethic, and a 
pride of work product. As Claudia aptly puts it, it's not a job for the faint of 
heart. She filled the position with professionalism and tenacity. Whenever 
she received a complaint from tenants, it was not because Claudia was 
doing something wrong. It's because she was doing her job and it is a 
difficult job. Claudia always exhibited the utmost of professionalism. Some 
of her notable accomplishments other than the street performer program 
was the sidewalk and sign encroachment program, which is also another 
harrowing task, and the removal of the former sandwich shop in front of 
Pier 45, fondly remembered as Tate's. She thanked Claudia for her 
contribution to the Port, the real estate department, the neighborhood in a 
challenging work environment, and wished her well in her next chapter of 
her life, and looks forward to all the postcards we're going to receive from 
her as she travels across the country. 

Tom Creedon, Scoma's Restaurant, indicated that he's happy to see 
Monique's still with us. He has participated with the community for a 
number of years and with a number of property managers. With all the 
nice things people say about Claudia, she has all the tact of a gorilla and 
finishes it up with a little laugh to polish it off. Claudia was never afraid to 
attack a problem. She would come to him and she had lots of insight into 
what should be and what hasn't been. He I enjoyed all those 
conversations. Two years ago on a Good Friday, he noticed that Scoma's 
had a little bit of water in their driveway. They found out they had a failed 
sewer line. His first thought was he better tell Claudia before somebody 
else does. Immediately, Claudia was on the job, ordered some portable 
outhouses so that they could keep working. They weren't able to open the 
restaurant. At that time, the rest of Port staff and he can't name them all 
because they were all there. They came out in force to help them and 
make sure they stayed open. Claudia was standing out there with the rest 
of the group. It's kind of tough when you bat last and you want to talk 
about all the things that Claudia has taken on. He doesn't think that 
anyone realizes how big a deal it was to take on the street artists. One of 
our mentors for Fisherman's Wharf tried it and couldn't do it. Claudia 
identified the problem with the bus parking, which buses are so important 
to Fisherman's Wharf. Claudia just looked at it and said, "Why doesn't 
anybody think of this?" and then laughed. First of all, they will really miss 
Claudia, and second, he pities the world. 

Katharine Arrow, senior property manager, indicated that she and Claudia 
have worked together for about two years. She is going to miss her the 
most. She's missing her already because she's trying to fill her shoes and 
those are big shoes to fill. She thanked Claudia for all your hard work and 
dedication to making Fisherman's Wharf a better place. She has done so 
much for the Port and its tenants but there are two achievements that 



M021 02009 



M021 02009 



Stand out. First is her legacy of the Fisherman's Wharf Street Performer 
Program which has enjoyed its first anniversary with great success. She 
set up a program that respects the performers, anticipates the needs of 
multiple stakeholders, and almost runs it itself. Recently, an events 
promoter approached her asking about the details and she pointed her to 
the Port's website where all of the documents can be found. She was 
looking at copying the program and selling her services to a municipality. 
So there may be some consulting work in her near future. People of all 
walks of life, and those who had seen several attempts to put together and 
implement a program go down in flames, have praised the program. The 
naysayers seem to have faded away with some of the bullies that made 
life performing on Jefferson Street difficult, if not impossible. Performers 
feel safer and appreciate being able to schedule their performances. This 
year Claudia was the project manager on the demolition of Tate's, a worn- 
down structure that caught on fire twice. Again, people said it couldn't be 
done, but her focus ensured that it happened on schedule and on budget. 
There wasn't a single complaint from the community, only support for the 
removal of this eyesore. Now, people can go to the front of Pier 45 and 
enjoy its historic fagade and the view of Alcatraz behind it. We have 
ordered the benches and trashcans, and we hope to get them installed 
prior to the tourist season. We'll keep an eye on the Wharf for Claudia and 
we thank her for being such a conscientious manager all these years. We 
know that she will enjoy your retirement. She earned it. 

Sidonie Sansom, Homeland Security Director of the Port, thanked Claudia 
for the work that she did, her unwavering commitment to safety and 
security at Fisherman's Wharf and throughout the Port. She and Katherine 
will definitely miss her come the Fourth of July and Fleet Week when they 
are working on the security plans. She will never pass one of the fire 
performers at Fisherman's Wharf without thinking of her and wishing that 
she were there to help her deal with it. 

President Rodney Fong congratulated Claudia and wished her good luck. 
Ms. Moyer wished Claudia all the best. 

TWIC (Transportation Worker Identification Credential) Update 

Sidonie Sansom, Homeland Security Director, indicated that February 28, 
2009 is the compliance date for the Bay Area. As of that date, anyone 
requiring unescorted access to regulated facilities will have to have a 
TWIC card. The Port of San Francisco has regulated facilities ranging 
from cruise terminals to cargo terminals, ferry terminals, and excursion 
vessel terminals. The Port has 15 terminals in all. TWIC compliance has 
been phased in throughout the country starting on October 15, 2008 with 
New England. On December 30, 2008, the Port of San Diego went live. 
On April 14, 2009 April, L.A. Long Beach and Port Hueneme will go live. 
That's also the last date for compliance for facilities and vessels. On that 
same date, all merchant mariners must have TWIC. 

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• 



I 



M021 02009 



There are two major components to the TWIC program. The TWIC card is 
a biometric credential. The standards for TWIC readers have not yet been 
set. The first part of the program, the TWIC card is the only part that is 
going into effect on the February 28, 2009. Until the readers are installed, 
the TWIC card will be used as a flash pass. The security officers will be 
inspecting the card to ensure that the photo matches the holder, the date 
has not expired, and they can see the holographic security features at the 
back of the card. 

in preparation for TWIC compliance, the Port has purchased TWIC cards 
for approximately 155 Port employees that require unescorted access to 
regulated facilities. We've coordinated with TSA's contractor, Lockheed 
Martin, to bring TWIC enrollment to the Port. It was held at Pier 50 for 
about a month in 2008. We identified non-Port employees that were 
required to have routine access to Port facilities and notified their 
employers that they would need to get TWIC cards for those workers. 
We've developed contract language requiring companies which bid on 
Port contracts to provide workers with TWIC for regulated facilities. 

We've reached out to tenants, terminal operators, and stakeholders 
regarding the TWIC program. She's in the process of putting finishing 
touches on a training program for all Port TWIC cardholders, and then for 
contractors. We've also offered this to terminal operators and tenants if 
they would like to either take the program and use it, make it their own, or 
send people to our training program. 

Nationally, almost a million transportation workers have enrolled and 
nearly 700,000 TWIC cards have been issued. Regionally, over 35,000 
transportation workers have enrolled, and 22,000 TWIC cards have been 
activated. 

Ms. Sansom thanked President Fong for his leadership in requesting 
TWIC cards for Port Commissioners. This will help create a more resilient 
Port, one where the policymakers are fully involved in Port activities. 

Port of Melbourne. Australia : Ms. Moyer commented about the Port of 
Melbourne, Australia and the fires that are happening there. Port San 
Francisco is a sister port with Port of Melbourne. The fires are particularly 
devastating and are encroaching upon the city limits, or the outer limits of 
Melbourne. Thousands of people are affected. Peter Dailey has already 
been in communication with our colleagues at the Port and sent them our 
well wishes. 

The Commission Secretary announced that Item 9b will be taken out of 
order and heard at approximately 4:15 p.m. 



8. FINANCE AND ADMINISTRATION 

A. Informational presentation regarding the status of the Port's implementation of 
the Recommendations from the City Controller's Audit of the Port's 
Purchasing and inventory Processes . 

Tom Carter, Deputy Director for Port Maintenance, provided the Commission 
an update on the Port's progress in implementing the recommendations from 
the controller's office audit. 

In the summer of 2006, Port staff requested the controller's office to conduct 
an audit of the Port's maintenance division's purchasing and inventory 
practices. The controller's office issued their final report on March 7, 2008. At 
the March 11, 2008, Port Commission meeting, he and Peg Stevenson from 
the controller's office presented the findings from the controller's audit. The 
controller identified 56 recommendations to improve accountability over 
purchasing, receiving, and inventory functions. Port staff concurred with all 
the recommendations. We estimated that it would take up to three years to 
implement the recommendations, mostly due to the complexity of replacing 
the computerized maintenance management system. At the September 23, 
2009 Port Commission meeting, he presented the first update on the 
controller's audit and our progress in implementing the recommendations. 
During the September 2008 to February 2009 time period, the purchasing 
committee, receiving and materials management committee, and payment 
committee completed the maintenance division's procurement process and 
procedures manual. Upon completion, they distributed and reviewed the 
process and procedures with the staff and then immediately implemented 
those procedures. 

The receiving and materials management committee increased its efforts 
towards inventory controls. The committee focused on month-end physical 
accounts for physical materials at Pier 70 and Pier 90 where we have 
supplemental inventory lay-down areas for heavy timber. The committee 
commenced identification and segregation of surplus items for disposal. 

The committee worked with maintenance shops on the evaluation of the 
shops inventories. The shops have submitted quantities in their inventory and 
also the value of that inventory, and have recommended in this year's budget 
funding putting increased covered storage at Pier 50 so that we can bring that 
Pier 90 and 70 inventory into Pier 50. 

In the fiscal year 2009-2010 budget, the maintenance division transferred the 
positions of the senior storekeeper, the storekeeper, and the principal clerk to 
the finance and administration division which we feel is better aligned for 
those positions. 

The Avantis replacement steering committee developed requirements for a 
new computerized maintenance management system. The Port brought on a 

M021 02009 

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consultant to conduct an initial assessment to verify our requirements and to 
identify available vendor software packages that could satisfy the Port's 
requirements, to identify interfaces the Port will need to build between the 
new system and existing Port and city systems, to identify requirements to 
decommission the existing Avantis system, and to provide cost, time, and 
resource estimates to procure and implement a new maintenance 
management system. 

The consultant completed the initial assessment in early January 2009. It 
includes funding for the implementation of a new computerized maintenance 
management system. 

Port staff are collaborating with the Department of Public Works, and 
hopefully other city departments, to establish criteria for a common RFP for 
the computerized maintenance management system. The target date for 
issuing the RFP is April of 2009. A selection committee will establish a short 
list of finalists who will be invited to present their respective software 
programs for evaluation. We anticipate selecting a vendor in September 
2009. 

We will continue to focus on materials management improvements by purging 
obsolete surplus and salvage materials, by determining appropriate levels of 
inventory, and identifying inventory systems for the maintenance shops, and 
by implementing procedures to maintain accountability for unused materials 
purchased for capital projects. It should be noted that many of the inventory 
and accountability issues will be solved with the onset of the computerized 
maintenance management system, so we're counting on that to help us go 
forward and to help us finalize the recommendations. 

Another objective that we will pursue is the global positioning system. The city 
has awarded a contract for GPS. In the next period, we will develop an 
implementation plan and make recommendations for the implementation of 
GPS on all our vehicles. 

He acknowledged the hard work of the committee team leaders, John Woo 
from Finance, George Onyemem from Business Services, Dave Deasy from 
Maintenance, and Mark Langan from Information Technologies. He continues 
to be impressed with Port staff, how it has responded to the audit and the 
recommendations. The success that he's reporting is solely based on their 
sticking to their commitments and their involvement in the process and really 
owning it. 

Port staff have substantially completed implementation of the 
recommendations from the controller's audit. We believe that it will take two 
more years until about March 201 1 to fully implement all of their audit's 
recommendations, primarily, again, due to the computerized maintenance 
management system implementation. 

M021 02009 

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We will keep you apprised of our progress through the standard procurement 
process as we move forward with procuring the computerized maintenance 
management system. 

Commissioner Hardeman asked if DPW or other city agencies have a system 
that is very similar to what we want to do that the Port could just plug into. He 
asked if what we are doing is a creative approach. 

Mr. Carter replied that it's not a creative approach and DPW does not have a 
system that we could plug into. They have a system that is not sophisticated. 
It's functional and delivers what they want. It's essentially a work-order 
management system where it keeps track of their costs in work orders. PUC 
has a system that's much more sophisticated which we're looking at. It's one 
of the vendors who submitted a bid. Rec and Park has a system but cannot 
recall the name of that system but it is more sophisticated than DPW. On our 
first, initial review of that system, it didn't seem to satisfy our needs. They are 
one of the vendors who submitted a bid. We're looking for something that will 
facilitate our needs and help us to be as productive as we can and track the 
cost. 

B. Informational Presentation on the Port's Annual Operating Budget for Fiscal 
Year 2009-10 . 

Tina Olson, Deputy Director of Finance and Administration, indicated that 
there's not a lot going on with our operating budget, primarily because we are 
projecting that our revenues will decline as a result of the current economic 
situation the city and the country is in. We're projecting the decline by $1 .2 
million. We based our revenue projection by primarily looking at what 
happened at the Port revenues after the 9/1 1 event. We are closely 
monitoring our current-year revenues. We are seeing some decline in the 
revenues as recently as January. If we see dips stronger than what we 
experienced after 9/1 1 , we may be reducing our revenues further in the 
budget during the next couple of months. 

The next big change in our budget is that our salary and fringe benefits are 
projected to increase by $1.5 million, $500,000 approximately of which is 
related to annualizing the salaries per the labor MOUs. Approximately another 
$1 million is related to increased contribution to the city's retirement fund as a 
result of the city's retirement fund taking some hits from the recent economic 
downturns. So we're being hit both ways. Altogether, it's about a $2.7 million 
between the revenue declines and the increases in salaries and fringe 
benefits. 

We balanced the budget by cutting funding for professional services by 
$468,000, primarily in Planning and Development and Finance 
Administration. We reduced our equipment budget by $594,000. We're 
proposing to defer replacing trucks for one year. We're cutting annual projects 
by a total of $134,000. 

M021 02009 

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Our insurance premiums declined, so we got $210,000 savings. The division 
of Real Estate is proposing to do less work for the Port next year on the 
holdover leasing project, a savings of $196,000. We are not proposing any 
staffing changes to the Port's budget. We pretty much kept the city 
department COWCAP funding allocations the same as they were in fiscal 
year 2008-09. We're maintaining an operating reserve at 15 percent. 

As Tom Carter noted, we have $900,000 budgeted for the replacement of the 
maintenance management system. We have $400,000 for corrosion 
protection of ferry terminal floats. We have about $225,000 in total for various 
Homeland Security and emergency planning efforts, such as developing a 
Port continuity of operations plan, project management services to help 
implement state and federally funded security grant projects, and some 
emergency operations equipment. 

The highlight of our budget is that we have $4.5 million for debt service. We're 
going to be paying off our revenue bond this year. Included in our budget next 
year is the issuance of a revenue bond. 

Commissioner Shakofsky asked if the additional million dollars for the city's 
retirement fund is to cover retired Port employees and not spread out through 
the entire city. Ms. Olson replied affirmatively and added that each 
department would pick up their percentage as it relates to their retired 
employees. 

Commissioner Lazarus thanked Tina Olson for the usual good work on the 
budget presentation, both written and orally. It was easy to understand and 
she does a good job in pointing out the changes. 

Commissioner Lazarus asked if we cut back the work of the Department of 
Real Estate, could that potentially impact revenues in that they're working on 
the holdover leases which then could get bumped up. 

Ms. Olson replied that what we anticipated was we'd have the person who's 
working full time this whole year continue and then that person would work full 
time for the first six months of next year and then part-time for the subsequent 
six months. The thought was they would work their way through this list, and it 
would be a smaller workload. So we're hopeful that that's not going to 
happen. 

Commissioner Lazarus indicated that it's not necessarily a tradeoff for 
revenues. Ms. Olson concurred. 

Informational Presentation on the Port's Proposed $21 Million Capital Project 
Budget Funding for Fiscal Year 2009-10 . 



M02 102009 

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Ms. Olson indicated that we have approximately $7.5 million in operating 
funds. Those were the savings and additional revenues that we earned in FY 
2007-08 year. 

The capital project budget that staff is proposing for FY 2009-10 includes: (1) 
$2.5 million for dredging; (2) $1.1 million for various pier repair projects, apron 
repairs at Piers 19, 26, 28, and 50; (3) $500,000 for fire protection, utility 
mapping, and replacing the HVA system at Roundhouse 2; (4) $250,000 for 
Pier 35 to put restrooms in the entrance area; (5) $420,000 to construct the 
covered materials structure at Pier 50; (6) $400,000 for Pier 80 crane painting 
and upgrade to prevent deterioration, required by Cal/OSHA. 

As the Commission might remember, we received a federal earmark for the 
Illinois Street Bridge project. It was initially a $4 million earmark. It was 
reduced to $3.2 million and then they allocated it over five years. So we got 
one-fifth the first year, one-fifth the second year, one-fifth the third, one-fifth 
the fourth year, one-fifth the fifth year, provided that there was enough federal 
appropriations to back those appropriations. This summer, we learned that 
the fourth-year allocation had been cut. We learned a couple months ago that 
the fifth-year allocation had also been cut. So our earmark was reduced by 
$650,000 for the Illinois Street Bridge project. We had a $4 million earmark 
that got reduced to $2.6 million. 

We are also appropriating the next bond issuance for the GO bonds that's 
going to take place next fall rather than do a supplemental appropriation at 
that time which takes a lot of staff time and energy. We're including it in the 
budget proposal - the construction dollars for Brannan Street Wharf, bayfront 
park. Pier 43>^ and the design dollars for the remaining Blue Greenway 
project. 

David Beaupre is going to explain the planning process that they're kicking 
off. We're hoping some project definition comes out of that, and then we can 
initiate the design phase for the Blue Greenway projects. There's going to be 
a third bond sale in a couple years, and that would be the construction dollars 
for the Blue Greenway projects that were in the GO bond. 

D. Informational Presentation regarding the FY 2009-18 update to the Port's 10- 
Year Capital Plan . 

Tina Olson, Deputy Director of Finance and Administration, indicated that 
there isn't a lot of changes in the capital plan this year. The proposed 10-year 
capital plan identifies a total need of approximately $2 billion for deferred 
maintenance and seismic upgrade work required on Port facilities. It is 
approximately $140 million greater than the $1.86 billion identified in the 
Port's FY 2008-2009 10-year Capital Plan. This increase is primarily the result 
of the 6% annual cost escalation used by the City and incorporated in this 
plan. 

M021 02009 

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Of the total $2 billion in total need, the Port has identified a total of $650 
million in funding including: $71 million in Port tenant obligations, $104.9 
million in Port's operating budget, $164 million in Port revenue bonds, $75.8 
million in development projects, $205 million in Infrastructure Financing 
District bonds and $29.6 million in General Obligation Bonds. 

Funding from the development projects is approximately $75.8 million. It's the 
Exploratorium's contribution to the repair and seismic upgrade of Piers 15 and 
17, not the build-out and improvements that they're making. 

The proposed $650 million in funding over the next ten years is $154 million 
less than the $804 million proposed in the Port's FY 2008-09 10-year capital 
plan. The $154 million difference is due to the developer withdrawing from the 
Piers 27-31 project thus leaving the repair and seismic upgrade work 
unfunded for Piers 29 and 31 . The Port intends to repair and upgrade Pier 27 
to reuse it as its primary cruise terminal. Pier 48 is included in the Seawall 
Lot 337 development and it is funded. Included in the revenue bond proposal 
is the funding for the infrastructure improvements in the backlands to 
accommodate the additional leasing activities for the eco-industrial park 
proposal. It would take approximately $8 million of Port revenue bond funds to 
do the backlands improvements. 

A Port interdivisional group was established to determine what projects can 
go forward, what projects are going to result in additional revenues for the 
Port and what projects are going to address a critical public safety issue. The 
group came up with a list of $99 million in projects. 

Ms. Olson noted that this is a planning document. We're in the engineering 
and planning phase, so some of the cost estimates are approximate and 
subject to change, as well as the priorities provided by the Commission, the 
Mayor's office, and the Board of Supervisors. 

The top project that came out of the planning process was Pier 19 or 23. It 
would be a project similar to Pier 1 and Pier 9 where the Port will invest the 
money and the developer will do the substructure repairs and seismic 
upgrades and bring in tenants for 10-15 year leases to do the build-outs 
inside. We project that will bring in about $2.5 million. For Pier 33, it would 
take about $2 million investment to build out the mezzanine for additional 
leasing that we currently can't do at that site. 

Port staff propose to allocate $20 million in revenue bond proceeds for the 
cruise terminal project. 

Port staff also propose to allocate $20 million in revenue bond funds to 
seismically upgrade and repair the areas of Pier 50's substructure in the 
worse condition. 



M021 02009 

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The economic benefits of the Port Revenue Bond would be $1 million new tax 
revenue to the General Fund, $6.1 million new annual Port revenue, 877 new 
permanent jobs, 598 construction jobs and one-time general fund tax revenue 
of approximately $552,000. If the Port utilizes the Department of Public Works 
to help implement the projects, about $10.2 million would be directed to them. 
If we get the lease revenues associated with the Seawall 337 project, state 
legislation dictates that they have to be used towards historic preservation 
projects such as Pier 19 or 23, Pier 9 and Pier 33 or 35. 

The Pier 70 IFD Bond is projected at $200 million for the public spaces, 
environmental remediation and open space. 

The Pier 43 Bay Trail, Brannan Street Wharf, Blue Greenway projects are 
included in the proposed General Obligation Bond Waterfront Open Space 
Projects. 

On the assumption that most people think the Commission do not read all the 
reports, Commissioner Lazarus read an excerpt from the report which is very 
telling about where we are. "In 2006, the Port's Capital Plan seemed like (at 
best) a decades-long partial solution to a waterfront problem that developed 
over decades or (at worst) an exercise in futility. It now appears that the Port 
is poised to pursue dramatic new open space improvements and new 
strategies to preserve historic piers and buildings over the next 10 years. The 
Port needs the continued support of the City's elected family to enact some of 
the financing strategies described in the Port's 10-year Capital Plan. While 
these changes may be difficult to achieve, Port staff are energized to pursue 
these and other solutions that will eliminate waterfront blight and create a 
21st-century waterfront." 

Commissioner Lazarus remarked that, as a Commissioner, they support Port 
staff and endorse all the proposed approaches. 

Commissioner Fong thanked Ms. Olson for her great work. 

The Commission Secretary announced that Item 9b will be taken out of order 
and heard at 4:15 p.m. 

9. PLANNING & DEVELOPMENT 

A. Informational presentation on commencement of Blue Greenway Planning 
Process . 

David Beaupre, Planning & Development, indicated that he will provide the 
Commission a presentation about the upcoming planning process for the Blue 
Greenway. He will briefly cover the history of the Blue Greenway, the 
community planning process, the work programming, and some of the funding 
mechanisms. He introduced Astrid Haryati, Director of Greening from the 
Mayor's Office, who's here to demonstrate her support for the project; Isabel 

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Wade from the Neighborhood Parks Council who worked with Port staff to 
further the Blue Greenway and help improve the work program and Maureen 
Gaffney from the Association of Bay Area Governments/Bay Trail who's a 
partner in the Blue Greenway process as well. 

The Blue Greenway is San Francisco's effort to improve the city's southern 
portion of the 500-mile, 9-county, regionwide Bay Trail established by SB 100, 
and is managed again by the Association of Bay Area Governments. SPUR 
and the Neighborhood Parks Council initiated the Blue Greenway effort in an 
effort to coordinate the various city agencies and state agencies on improving 
the southern waterfronts portion of the Bay Trail, from Mission Creek China 
Basin to the county line on the south. 

In 2006, Mayor Newsom initiated a Blue Greenway task force where some 
improvements and a concept came out of that program. Working with the 
general obligation bond steering committee, it was identified that the Port 
would utilize some of the Prop A GO bond funds to implement elements of the 
Blue Greenway. 

Mr. Beaupre showed a slide articulates the difference between the Bay Trail, 
which is a trail alignment along the waterfront and what the Blue Greenway is. 
The vision statement was the end product, along with the document from the 
Mayor's task force. It states, "The Blue Greenway is more than a trail. It is a 
unifying identity for a 13-mile corridor along San Francisco's southeastern 
waterfront. The Blue Greenway will link, establish open spaces, create new 
recreational opportunities and green infrastructure, provide public access 
through the implementation of the San Francisco Bay Trail, the San Francisco 
Bay Area Water Trail, the Blue part of Blue Greenway, and green corridors to 
surrounding neighborhoods, install public art, interpretive elements, support 
stewardship and advocate for waterfront access as an element of all the 
planning and development processes over time." 

That was demonstrated in the Seawall Lot 337 presentation where the 
northern gateway of the Blue Greenway was identified and included in the 
proposal. This defines what we believe is the end product of the Blue 
Greenway design guidelines. We want to define the open-space 
opportunities, including the programming, so where and how are the parks 
could be used along the entire Blue Greenway, develop design guidelines to 
provide continuity and cohesiveness throughout the system of open spaces 
and connections between them, so not only the open spaces, but the 
connections between them, whether it's along the waterfront or on the 
roadways such as Illinois Street, 24th Street, and Cargo Way, and then, 
develop budget prioritization for the improvements based upon the availability 
of funds. 

We have identified approximately $20 million from the general obligation bond 
proceeds to go to the Blue Greenway. A very rough estimate of improvements 
just on Port property is probably in excess of $100 million. We need to identify 

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where those $20 million will go and how we'll prioritize the projects. We've 
developed a six-phase community planning work program that the Port will 
lead with assistance from the Department of Public Works Bureau of 
Landscape Architects and consultants as required. We'll be coming back to 
the Commission for multiple updates and direction. We want to utilize the 
existing citizen advisory committee groups along the Blue Greenway as much 
as possible rather than create a whole other level of citizen advisory group to 
oversee most of the planning such as the representatives from the Port's 
Southern Waterfront Advisory Committee, Central Waterfront Advisory 
Committee, Maritime Commerce Advisory Committee, the Bayview Hunter's 
Point Project Area Committee, the Hunter's Point Shipyard CAC, the Mission 
Bay CAC, the Neighborhood Parks Council, Bay Access representatives, 
SPUR, Bicycle Coalition, etc. Again, utilize as much of that existing 
organization that's in place so we don't duplicate it, at the same time, bring 
together a steering committee that has representatives from each of those 
committees to come to Blue Greenway-specific meetings where we'll need 
more time to talk about the broad range of issues that affect the entire Blue 
Greenway. 

We also want to develop an interagency working group (as noted in the staff 
report) for technical assistance, planning coordination and support but also to 
make certain that we develop a plan that can be implemented, since the Blue 
Greenway crosses a number of different jurisdictions, both geographically and 
physically, including Department of Public Works, Recreation and Parks, the 
Redevelopment Agency, State Lands, and the Mayor's office. We will conduct 
Greenway-specific meetings at points in the work program where areawide 
decisions or direction are required. 

The scope of work and schedule are as follows: 

Phase 1 - Project Initiation which will start today through March. This phase 
will include establishing the community steering committee, confirming the 
interagency working group, and review and refine of the proposed work 
program. All of that outreach will be done through the existing citizen advisory 
committees that are in place. 

Phase 2 - Existing Conditions, Opportunities and Constraints, Best practices 
and Programming Considerations. This phase will be the foundation of the 
planning effort. It will include the preparation of a document for public 
discussion and review. The second half of this phase will be to refine program 
use options and to present them for review and comment through a 
community workshop specifically for the Blue Greenway. The results of this 
phase will be presented to the Port Commission. 

Phase 3 - Alternative Design Guidelines. This phase will be used to develop 
alternative design concepts for improvements including site furnishings, 
lighting and identity, interpretation and public art, and refine the programming 
options that were discussed in the previous phase of the work. This will be 

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conducted through the Blue Greenway-specific community meetings and 
provide an update to the Port Commission. 

He showed a slide that demonstrates the range of types of improvements that 
could occur. The Association of Bay Area Governments has waterfront park 
signs, BCDC has waterfront park signs, the Port has waterfront park signs. 
The Port and Rec and Park have theirs. One of the ideas is to develop some 
continuity along the system so that you know that you're on a system of open 
spaces, a necklace of open spaces. 

Phase 4 - Develop Cost Estimates and Project Prioritization. This phase of 
work will include the development of order of magnitude cost estimates to 
help determine feasibility of improvements and to help determine the project 
prioritization. This phase will recommend project priorities that maximize the 
use of available funds and may suggest methods of using existing funds to 
leverage additional funds to maximize opportunities. Community outreach for 
this phase will be through existing CACs and other forums. 

Phase 5 - Draft Design Guidelines, Programming and Prioritization Concepts. 
This phase will prepare a draft document of the work completed to date and 
include revisions to programming options, design guidelines and project 
prioritization based upon the Port Commission and community's input. This 
document will be presented for review through a Blue Greenway specific 
community workshop and to the Port Commission. 

Phase 6 - Final Design Guidelines, Programming Concepts, Cost Estimates 
and Project Prioritization. This phase of work will be to finalize the Blue 
Greenway Planning and Design Guidelines based upon the community 
planning process. The document will be utilized by the Port and other 
agencies to guide the implementation of the Blue Greenway. The Port will 
begin the necessary steps to implement specific projects as identified. At that 
point in time, we'll begin to initiate the implementation which is creating the 
construction drawings and moving into construction, as part of the capital 
planning project. 

The Port has identified through its Capital Plan a series of potential funding 
mechanisms that could be utilized to finance portions of the Blue Greenway: 
Prop A GO bond funds as well as Port operating funds. Port development 
projects, the Parks bonds, grants, transportation funds, BCDC mitigation 
funds that were set aside for Islais Creek improvements and funds set aside 
from the Trans Bay Cable project that could go to both open space and 
energy efficiency improvements. 

Next Steps: Port staff will initiate the community outreach and establish a time 
for all future meetings, finalize the scope and MOU with DPW so we can 
begin the work immediately, identify the necessary consultant assistance and 
retain them, and establish a community steering committee and finalize the 
commitments from the interagency working group. 

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We want the design guidelines to apply to all of the Port property and non- 
Port property from China Basin all the way to the county line. The actual 
improvements that go in the ground will just be along Port property. We're 
developing the interagency working group to make certain that the plans and 
concepts we come up will get applied throughout the system. 

Astrid Haryati, on behalf of the Mayor's Office, as Greening Director, she 
expressed the support for this planning process, especially to underline the 
exemplary nature of the Port taking the lead on this project in connection to 
Mayor Newsom's mandate in regards to taking a look at the future of our open 
space. In late 2007, Mayor Newsom instigated or kicked off the Mayor's Open 
Space Task Force effort which had been convening for one year and is 
currently in the middle of its community outreach effort. This significant 
conversation about balancing appropriate equity between quality and quantity 
is very significant. One aspect that has been talked about is our connection to 
the waterfront, east, west, and obviously on all sides. These can definitely 
leverage our effort on that part. As Blue Greenway is not only a trail, this 
planning process is not just a planning exercise. The Mayor's Open Space 
Task Force will produce real product which is going to update a general plan 
of recreation open space element very soon. It will also have an attachment 
of an action plan which will articulate our accountability in making things 
happen in real time. This effort and this product is going to be attached to 
that, and you can be very proud in terms of your leadership and everyone's 
leadership in the Port along with interagency working group to make things 
happen on this site. This will be leveraged by our partner on the west side of 
the city, because Ocean Beach Vision Council will still be working on equally 
important visioning process to make sure that Ocean Beach actually improves 
physically and also in terms of its experiences. She thanked the Commission 
for their support and looks forward to working with staff in this effort. 

Corinne Woods indicated that she wears so many hats it's not even funny. 
First of all, she thanked Isabel Wade and the Neighborhood Parks Council, 
along with SPUR and Port staff, moved this forward and kept it moving. It's a 
very important project. They're grateful that they got the Prop A money to 
start working with it and are going to need more. They're very excited that the 
Mayor's Office and the interagency working group are going to be coming 
together on this because there's so many different jurisdictions. There's so 
many different ideas of what should happen in different sections of the 
waterfront that having a coherent vision is really going to be a very important 
piece. 

Paul Nixon, Bay Access and the Human-Powered Bay Area Water Trail, 
thanked Dave Beaupre for all the work he's done in achieving this water trail 
for human-powered boats and the Blue Greenway, and Isabel for bringing 
along the whole concept of the Blue Greenway to such great progress. He 
also thanked Ted Choi of City Kayak and then Kayaks Unlimited who have 
finally been able to establish a kayak place at Islais Creek. The water trail 
began as a concept at the ramp of four male San Franciscans drinking beer. 

M021 02009 

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I 



They got the idea of a water trail, and nothing much happened until a woman 
joined them and then, it started moving. The water trail, the Blue Greenway, 
connects all the way from Candlestick Park to India Basin. There is a beach 
at India Basin. They borrowed a backhoe from Rec and Park for half a day to 
move one big boulder so the whale boats can land there. There is also a 
beach at Islais Creek. Southern waterfront will have a lot more access to the 
water for small boats in the future than the northern waterfront does. We don't 
have the big things like Aquatic Park and Crissy Field, but there are all sorts 
of small places that are available, that are easy to take advantage of. Right 
now, we have Candlestick, India Basin, Islais Creek, Pier 52, and Mission 
Creek. Those are all places where small craft can put in. They are looking 
forward to something along Water Cove, Pier 66, 70, and the Brannan Street 
Wharf. The Port is to be congratulated for taking consideration of all these 
places as good sites to connect on the water in the southern waterfront so we 
have the real blue in the Blue Greenway. 

Maureen Gaffney, San Francisco Bay Trail Project, indicated that sometimes 
when you hear that somebody's proposing to do a plan, or when some people 
hear there's going to be a plan, and there's going to be a document, you're 
thinking, "Oh, God, another plan or a document." This is really, really key and 
really important. In one of David's slides was the Oakland Waterfront Trail 
planning effort that they did. They are still relying on that. The city developers 
use it to implement projects that have a cohesive look and feel to them in the 
Bay Trail. She only wishes that more jurisdictions around the nine counties 
and 47 cities that the Bay Trail passes through were doing comprehensive 
planning like this to develop guidelines to have it really be a cohesive and 
great experience. They are happy for Neighborhood Parks Council's work on 
this, and that they're implementing the blue in the Blue Greenway. That's a 
great opportunity. She looks forward to participating in this process and it's a 
really great way to move this forward. When it comes time to implement some 
of these projects, she hopes that the Bay Trail will be able to offer grant 
assistance. They are currently under a freeze, so everything's on hold now 
but she hopes that won't be the case for too much longer, and hopes to be 
able to provide assistance. 

Isabel Wade indicated that this is an exciting day for the Blue Greenway. 
First, starting with the presentation of the Seawall Lot 337, which will be one 
of the headways to the Blue Greenway, the open space incorporated in that 
project is very exciting. She echoed Corinne's comments and emphasized 
that it would be great to have the open space first, not just because it's a good 
idea, but because other cities have found this actually helps drive the 
development to a project site. Given the economy, this may be a smart way to 
move. She complimented David for an excellent project planning effort to get 
the design guidelines going for the Blue Greenway. This is going to be an 
important step. It's also an important step that there's a multi-agency working 
group being created. SPUR and the Neighborhood Parks Council realized five 
years ago when they did the first waterfront workshop, that there isn't much 
multi-agency coordination going on down here. This is going to be a good 

M021 02009 

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working group in general for Port projects. The idea of using all of the CACs is 
very good. There is a difference between community participation as advisors 
and community partnership. It's appropriate that we start thinking about what 
our community partnership opportunities are for the Blue Greenway Trail. 
David mentioned that there's approximately $20 million or so of funds 
available for the Blue Greenway Trail and about $100 million of estimated 
costs. There's a big gap there. A community partner can make a big 
difference in that regard so that's something to think about. There are also 
other aspects of the project that may be political, that may relate to long-term 
maintenance, that it's another reason to think about community partners. 
She's excited that this is starting this month. She looks forward to 
participating. 

Mike Bishop, representing Hanson Aggregates - a Port tenant at Pier 94 and 
Pier 96, a SWAC member, and an avid sailor, indicated that he's advocating 
keeping the waterfront a working waterfront in San Francisco, Oakland, 
Martinez, Petaluma, and Napa, where bay trails, pathways, etc, are actually 
cutting off industry from the waterfront. He manages operations where they 
bring material in over the waterfront, eliminating hundreds of thousands of 
truck trips around the Bay area by being able to do this. Not that he doesn't 
support trails and access around the Bay and to the Bay, but to make sure 
that industry is not left out of these decisions. This trail runs past the Pier 94 
operation, which brings in about a million tons of aggregates directly into San 
Francisco, eliminating 40,000 truck trips a year into San Francisco. At the Pier 
92 site, they bring sand in directly, the majority of which is used in San 
Francisco, and eliminates about 20,000 truck trips into San Francisco. They 
are a large supporter of the wetlands between Pier 94 and Pier 92. As the trail 
goes on, he asked that people be aware with the developments at the 
shipyards at Pier 70 and the new development at Seawall 337. His big 
concern is West Star at Pier 50, one of their vendors, and all the other ship 
husbandry services that goes on at Pier 50, and making sure that we keep 
our eye on those industries that are under the public trust. He's not here to 
oppose the trail at all but to keep the industry in the forefront and the water 
access is important to the industry as well. 

Ted Choi, City Kayak, indicated that he came from South Korea about 20 
years ago. When he came to San Francisco, he couldn't find much water 
access except at the Aquatic Park and Islais Creek. There were no water 
access along the waterfront, where the beautiful places are, downtown, the 
Embarcadero, the Ferry Building, etc. It did not surprise him when people say 
San Francisco is a great beautiful waterfront, but not a great place for 
kayaking or human-powered boats. It's only good for sailing and power boats. 
This kind of activities and the plans moving forward sets a vision for the next 
generation. People will say, "San Francisco's southern waterfront is a natural 
place for kayaking and human-powered boating and all that." It will set a great 
example. He supports moving forward with this plan. 



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Ruth Gravanis, a San Francisco resident, homeowner and taxpayer, indicated 
that she's very excited about the Bay Trail and Blue Greenway moving 
forward. She especially want to acknowledge Isabel Wade and Corinne 
Woods as well as Maureen Gaffney and David Beaupre. She also 
acknowledged Mike Bishop and other people who we don't hear so much 
about for their contribution to the Pier 94 Wetlands Restoration efforts that 
have been going on for some time now under the leadership of the Golden 
Gate Audubon Society. She's working very closely with the Port, with Carol 
Bach and other people. Some of us have been going down to the southern 
waterfront for many, many years. She was on an advisory board for 
Candlestick Point State Recreation Area a long time ago. She used to go 
down and visit Pier 98 long before anyone started calling it Heron's Head 
Park, visiting Pier 94 wetlands before anybody else knew where they were or 
what they were. The water itself and the shoreline itself have always been a 
huge draw for many people, many people from the southeast community who 
would go fishing in those areas. Unfortunately, you'd see a lot of beer cans 
and fish hooks and fishing line, but people took advantage of the water for 
water-related recreation and for enjoyment. When she worked at Save the 
Bay, she organized a lot of cleanup projects at India Basin for Coastal 
Cleanup Day and also have been doing bike trips and field trips for the 
California Native Plant Society and the Audubon Society. The shoreline itself 
is a big draw. She's not in any way opposed to all the wonderful 
improvements, the art and the sculpture but let's not forget that the wildlife 
that is there is one of the biggest draws and has been for many years for 
many people. Literacy for Environmental Justice has been taking advantage 
of this. Another group has been leading field trips at Pier 94. We need to be 
somewhat cautious along the lines of things that Mike had said to make sure 
that we don't in any way interfere with industrial uses which are water-related 
and have the right to be there. We also need to be very careful that we don't 
interfere with the wildlife that many people come to see and that we don't love 
to death the shoreline by putting uses there that could drive away some of the 
natural beauty that many people come to see. She would really like to see a 
lot more emphasis on incorporating natural ecosystem restoration and 
respect for existing wildlife into the process. She is, however, very excited 
about this project moving forward. 

Toby Levine, co-chair of the Central Waterfront Advisory Group, indicated that 
this is the day when we all agree with each other all day long. But I would like 
to mention the gentleman from Hanson Aggregate. She's glad to hear that 
he's involved with SWAC. That's a good thing, because his issues can 
certainly be surfaced there. She assured him and anybody else who's 
involved with industrial activities along the waterfront that are appropriate for 
the waterfront that the CWAG has always supported in every way that they 
can those kinds of activities and will certainly continue to do so. By the same 
token, she agreed with Ruth and her comments about being sensitive to the 
animal and birdlife. We have to be sensitive to the two-legged animals and 
the flying animals and the other creatures as we move forward on the Blue 
Greenway. We need to watch out and be supportive of the industrial activities. 

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Commissioner Ann Lazarus asked if Port staff have identified the 
representatives from the other departments that will be part of the interagency 
groups. 

David Beaupre replied that for the most part he has made contact with just 
about all. There's one or two that will be receiving calls from him within the 
coming weeks but of all those that he has spoken with, they're enthusiastic 
and excited about working with the Port in this endeavor. 

Commissioner Lazarus asked if the Port is aiming for some kind of uniform 
signage, whatever it is that may supersede local and other jurisdictions that 
was discussed earlier or is it going to be determined at some point. 

David Beaupre replied that it would be a little bit of both. Ideally, it would be 
great if there was some element along the entire system that tied everything 
together that could come in many forms. It could be through signage. It could 
be in the form of interpretation. It could even be in the form of public art, 
which could include the prior two. Since it does cross multiple jurisdictions 
and agencies, and since a lot of Mission Bay has already been developed, 
which includes portions of Blue Greenway, he's hopeful that we can draw 
from the work that was done in Mission Bay, draw from the work that's being 
done at the shipyard, and see if we can find something that works along the 
entire system. 

Commissioner Kimberly Brandon commented that this is a very exciting 
project. It's great to see so many agencies working together and so many 
departments within the Port working together. It seems like the whole 
Planning Department, along with David, is working on this project. She 
thanked Byron, Diane, Dan, David, especially Brad, and even Tina and 
Monique for the park funds as well as Ruth and Isabel. There are so many 
people to thank. It's a wonderful project to be able to link existing and 
proposed open space along the entire waterfront. 

B. Informational Presentation bv Port Staff and the Potential Developer for the 
16 Acre Mixed Use Development Opportunity at Seawall Lot 337 (includes AB 
8719. Lot 002: AB 9900. Lot 62: AB 9900. Lot 048: and AB 9900. Lot 048H : 
all bounded generally bv China Basin, the San Francisco Bay. Mission Rock 
Street and Third Street) 

Phil Williamson, Port Project Manager, indicated that this is an informational 
presentation on Seawall Lot 337 mixed-use development opportunity. The 
potential development team will present an overview of their development 
concept. 

On October 23, 2007, the Commission authorized staff to issue a request for 
qualifications for the development of Seawall Lot 337 based on objectives and 
criteria developed through a community planning process. Four teams 
submitted timely, complete, and responsive development concepts. 

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The Commission also authorized the Port's Executive Director to convene a 
Seawall Lot 337 advisory panel representing planning, environmental, 
economic, urban design and architecture, neighborhood and citywide 
interests and expertise to review respondent development concepts. 

On April 22, 2008, the Port Commission approved the advisory panel's 
recommendation to invite two of the development teams to respond to a 
request for proposals. The Commission also authorized issuance of that RFP 
with revised objectives and criteria. 

On August 19, 2008, the two development teams invited to respond to the 
RFP informed the Port of their intention to combine into a single development 
entity. The combined developer team requested, and was granted, four 
extensions of the submittal deadline to the RFP. On January 15, 2009, the 
Port received an RFP submittal from the combined team comprised of the 
following partners: San Francisco Giants, Wilson Meany Sullivan, Kenwood 
Investments, the Cordish Company, Stockbridge Capital, and Farallon Capital 
Management, LLC. 

Today, the team will present its development concept for Seawall Lot 337 
which has been posted on our website as well, in order to provide additional 
opportunity for public comment beyond today, the development team will also 
present its proposal at a public workshop to be held March 18 at 5 p.m. at the 
Prologis Exhibit Hall in the Mission Bay neighborhood. 

The development proposal will also be reviewed and discussed by the Central 
Waterfront Advisory Group (CWAG) at their March 2009 meeting. The Port is 
also seeking public comment on our website on a continuing basis. 
The development proposal will undergo review by the Seawall Lot 337 
Advisory Panel, many members of which are here today to witness and view 
the presentation, with assistance from Port staff, city support staff, and 
independent consultants. The results of the Advisory Panel evaluation, and a 
summary of the public comment received, will be presented to the Port 
Commission at a forthcoming meeting for consideration prior to making a 
decision on the developer selection. 

Darius Anderson, Kenwood Investments, indicated that when they started this 
process, they were the outsiders and had a long shot. Through the first step, 
they learned a tremendous amount, and realized through that process that in 
the collaboration with the Giants, Cordish and Farallon that there would be 
tremendous synergies and benefits to the Port. 

They started several meetings that occurred between them and the Giants. 
They took the best of both plans, as well as the best that the management 
teams had to offer, and they will be showing the vision of the combined team. 

The six entities represent the best and the brightest in San Francisco and 
across the country. Many of the things that were said, they heard. They've 

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tried to go ahead and put together a proposal that addressed not only the 
Port's concerns, but when they attended the Advisory Board and hearings, 
they learned a tremendous amount of what the community wanted, and tried 
to address them. 

There were originally three members from his team - Kenwood, Wilson 
Meany and Boston Properties. Boston Properties decided to pull out. They 
then brought in StockBridge, which is their capital partner with Wilson Meany. 
Tom Sullivan, the partner from Wilson Meany, will be presenting part of their 
plan. 

Tom Sullivan indicated that they are here today to look forward, forward to a 
time when the economy is back on its feet, and forward to what will be a time 
of opportunity for the Port and for Seawall 337. They have the opportunity to 
design a ballpark district, a new neighborhood that takes advantage of its 
unique features, the baseball park and the activity it generates in the beautiful 
waterfront setting. 

The site represents future opportunity for jobs and housing for the citizens of 
San Francisco, and it represents opportunity for future economic returns to 
the city and to the Port. They believe that the way to take advantage of these 
future opportunities is to begin taking the steps toward them now so that 
you're ready before they arrive. 

The potential of Seawall 337 does need to be viewed through the lens of the 
reality on the ground today. It's an unimproved site with poor geotechnical 
conditions, no infrastructure, no distribution of utilities. Pier 48, while it's in 
better shape than some other piers, does suffer from deterioration. The 
physical condition of this site, and the cost, time, and uncertainty involved in 
the environmental review process means that a significant amount of high-risk 
capital must be attracted to make development a reality. 

They've submitted a proposal that they will present to you today as a 
roadmap toward that reality. It's a starting point, and they recognize that at 
this stage there are still many more questions than answers. For example, it 
hasn't yet been established what level of density is appropriate. Although 
they've done a great deal of work to this point, there's still much more that 
must be done to resolve uncertainties and unknowns on many fronts, 
including things such as infrastructure costs, geotechnical conditions, soil 
contamination, perimeter retention measures, and the scope and detail of the 
public open space program. 

The best answers to these questions come only through the commitment of 
the magnitude of time, energy, creativity, and capital that's necessary for any 
project of this scope and complexity, and through the active constructive 
participation of the Port and the community. 



M02 102009 

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What they believe is essential at this point at the outset of the process is that 
both their development and the Port recognize that the way to make this 
process and ultimately the end result, namely the entitlement and 
development of the site, successful is to understand that the effort must be 
undertaken truly as a partnership, a joint venture of their group and the Port, 
in mindset, economic structure, and in practice. 

From the private side, they bring a very talented team, a willingness to 
commit their time to this effort rather than some other opportunity in some 
other place, and the risk capital that will fund the entitlement process. On the 
public side, they will need the Port to bring its public financing toolkit, the 
commitment to work with them as they seek the best way to balance 
competing objectives on the site, and the understanding that the only exercise 
that will be ultimately productive is one that explicitly acknowledges that the 
business proposition has to make economic sense. 

Finally, it's essential that the deal be structured with an alignment of interests. 
This means that they will work together to get the project defined and ready. 
They will make it flexible enough to adapt to future market conditions that are 
at this point unknowable. They will wait out the market. They will be ready to 
be highly responsive when the market is there. It also means that our 
economic fortunes should be linked. They are patient as the market may 
require, probably will. When the opportunity is there, we will profit together. 

They think this site has fantastic potential. It is a remarkable piece of property. 
The Port has a great opportunity in front of it, and they certainly hope that the 
Port share their enthusiasm for it. They can't affect how and when the 
economy will recover, or when the market will need the space that they 
envision for this site. What they can affect is whether the site is ready to 
participate and reap the rewards when that time does come, as it will. They 
look forward to working with the Port staff and the Commission to make it a 
reality. 

Karen Alschuler, SMWM/Perkins & Will Beyer Blinder Belle, indicated that 
Tom outlined the opportunities and the challenges ahead. They stand ready 
to meet them and have begun with a set of principles and first concepts for 
the site which Mary Margaret and she will highlight, focusing on the 
foundations of their plan, the principles that guide them, and the evolution of 
the plan since they last talked and learned a lot from everybody in 2008. 

Their plan is rooted in the history of the site. They're inspired by the life and 
activity that was there at one time on this site, and in particular by the 
transformation that the site went through most dramatically, turning from Bay 
to land, and to an economic generator for the city, an economic engine of 
commerce and exchange. They were inspired by the pattern of development 
that was on the site, in particular the power of the trains coming in and that 
north-south organization of the site linking the City to the Bay, to the region, 
and to the world, as they would like to do in a sense of this century. 

M021 02009 

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They therefore respect the landmarks that embrace this site, Pier 48, the 
Lefty O'Doul Bridge and the ballpark itself. They will lay a pattern on the site, 
which means that everyone enjoying the streets and blocks and walking 
through will have framed views and be encouraged to relate to the landmarks 
beyond, whether on Channel Street looking across the Bay or looking north to 
the Bay Bridge, McCovey Cove, and other landmarks in the city. 

As a result, they present a plan which is rooted in the principles they've 
agreed to, which were discussed in the open meetings with the community 
and the special panel, a set of principles which focus on open access, on 
invitation, mix and diversity of uses, as well as users who are invited to the 
site, a lively day-and-night urban life. The principle of engaging the edge is 
taken very seriously, bringing people to enjoy and understand the importance 
of the edge throughout the site. They also reach deep into the heart of the site 
with open space that becomes not just a destination but the glue that ties the 
various uses together. 

They've gone the extra mile and envisioned one last piece of transit that might 
actually come onto the site, with the possibility, a proposal to bring the E-line 
through the historic trolley, which could extend through, make a turnaround at 
Pier 48 as its destination, and therefore link it to the regional system very 
powerfully. They assured the Port Commission that through their plan and 
program Pier 48 will be an integral part of this project and very important to its 
completion and its life. 

The result is a vision, the beginnings of their thinkings about this plan of 
walkable blocks, of consistent north-south orientation as there was historically 
on this site for buildings and blocks, that reinforces the historical form on the 
site that provides sunny streets and light-filled public spaces and gardens on 
the site, and that has a fine-grained urban character. 

Looking at the drawing, you can see the primarily residential area to the north 
with low- and mid-rise buildings over retail on each of the blocks, and then, a 
few finely-scaled higher buildings that forms a crescent and step down toward 
the water. Further back into this drawing, you can see the beginnings of the 
very important office program that takes up the southern part of the site and 
gives a great new edge to 3rd Street, a sense of a great street character for 
3rd Street in that location. It's a plan for San Francisco of its time and this 
place. 

Mary Margaret Jones, Hargreaves, indicated that the open space on the site 
is not just an amenity for this new neighborhood but it is also a part of a 
network of open spaces. Therefore, it must connect to the open spaces built 
to the north on the waterfront, to those built to the south, and those built and 
yet to be built within Mission Bay. It becomes part of this necklace of green 
spaces around the Bay edge, not the least of which is the Blue Greenway and 
Bay Trail. 

M021 02009 

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The components of the open space within their vision for this project include 
soft green spaces that are both waterfront and inland, as Karen described. 
The promenade, which is a key piece that loops around this site, plazas that 
activate the edges of these green spaces and activate the streets to make 
pedestrian-friendly streets, and even roofscapes and smaller-scaled spaces 
within the project itself. 

The focus of the open spaces, of course, is the 100 percent corner, this 
waterfront park at the very point at which you focus out to the Bay Bridge and 
to the landmarks beyond. This is scaled appropriately to work on a day-to-day 
basis, but also to work for events and to be very flexible in its use with its 
plazas on the edges. 

As you walk along the promenade, it's important to think about that 
experience of being able to actually get to the water's edge, which is a rare 
experience in San Francisco Bay. The promenade will sometimes swing out 
over the water, and you'll be aware that you're over water. It will sometimes 
swing back allowing the terraces that you see in this image to get down to 
kayaking, to get down and touch the water. The promenade will interact with 
the wetlands that are actually cleaning the storm water from our site before it 
enters the Bay. 

If you pivot to the right and look toward Pier 48, you see what is currently 
Terry Francois Boulevard, but they propose it to be, instead a plaza, a place 
for people, a very active place for bicyclists, pedestrians, kids of all ages, a 
plaza and gardens that activate the retail edge. In the distance, you see a 
reinvigorated Pier 48. As you grow closer to Pier 48, you see this idea of a 
multiuse plaza as something that could help invigorate the uses of Pier 48 
and help invigorate the edges of the park, a very important aspect of the way 
parks work. It's multi-use, and a plaza like this could make that happen. It 
must work, as Karen said, day and night. This must be a place of life 
throughout the cycles. 

It's also important that that open-space system reach inland. They see the 
central parks as having the potential to be much more neighborhood-oriented, 
a place for the people who will be living in this new neighborhood. They see 
this one as multi-use so that it's surrounded by multi-use buildings on all 
sides, but also is multi-use within it so that there is retail that is more 
neighborhood-focused, a place to have coffee on Saturday morning if you live 
in this neighborhood. You see as their inspiration, the Shake Shack in 
Madison Square Park in New York, the idea of a more intimate neighborhood- 
oriented place. 

The open spaces have another job to do as well. They must contribute to the 
sustainability of a site. You see their sort of kit of parts of all the ways they 
want to use the water on this site sustainably. You can imagine plazas that 
are both rain gardens as well as porous pavement. They're lively, but they're 
also doing their job. That would spread to roofscapes, green roofs as well as 

M021 02009 

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to the design of the buildings themselves. They envision this as being a very 
sustainable neighborhood park and place. 

Karen Alschuler indicated that the commitment to sustainability is not only in 
the site and the buildings, but in the operations of the long-term experience 
and enjoyment of the site. This plan invites many different forms of 
transportation and is backed up by a commitment to encourage people to 
shed their cars and take one of the items on the irresistible menu of 
alternative access choices that they have on the site. 

If you're walking there to the site or within, you can enjoy the small-scaled 
local streets. If you're coming on your bike as a commuter or as a visitor to 
the site, you're accommodated and encouraged to use the site. If you arrive 
by the T- line on the light rail, you are greeted by a gracious new edge on 3rd 
Street and are invited into the site in several locations. 

You may be riding the E-line historic trolley arriving at the site or even coming 
from the water. In any case, they think their plan will allow people to use the 
regional transportation system and reduce the number of people who are 
dependent on cars. Because within five minutes of almost every part of the 
site, people can get to just about every part of our regional transportation 
system. 

Over the last several months, they focused in on Pier 48 and have begun to 
have some ideas about how to feature the historic resources while looking for 
opportunities such as reinventing the idea of the valley and opening up a view 
to the Bay at the end, such as understanding the ways in which they can 
open and close the edges of the site, connecting life and activity inside to 
what's happening where the ferries arrive across from the ballpark, and just 
making the experience of the edge something which is really dramatically 
important and available and part of the public trust commitment on the site. 

They've also reconsidered and reinvented the retail strategy with a mix of 
uses that can integrate homegrown businesses and really encourage them to 
expand on the site, whether it's in many different kinds of tenant spaces that 
are available through all seasons of the year. Whether it's inspired by the 
earth, by the sea, or by the hearth, they invite those kinds of activities and 
uses as part of the mix of retail on the site. This way, it would be a place with 
no backdoors, but only front door on great streets and public places. This will 
be a 100 percent corner that realizes the Port's principles and objectives, one 
of dramatic beauty, history, invention, and open arms to all the users on this 
site. 

Jack Bair, San Francisco Giants, indicated that this is a compelling, dramatic 
location along the waterfront. Today they have shared their vision for its 
future, attempting to strike the right balance between the competing interests 
for this site and achieving the following fundamental objectives set forth in the 
RFP: a smart mix of uses keeping the district alive and relevant throughout 
the day and into the evening, a place that actively promotes and features 

M021 02009 

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I 



I 



public trust consistent uses, a meaningful and diverse program of open 
spaces, a transit-oriented district designed also to meet the practical needs 
both of the site itself and surrounding uses such as the ballpark, an 
innovative, sustainable project, and a project that generates significant 
economic benefits to the Port so that the Port can effectively address its 
critical needs elsewhere along the waterfront. 

With current economic conditions, we will have to face down and overcome 
significant challenges together. The Port, through its sponsorship of state 
legislation and its considerable public education efforts, has built a strong 
foundation for this effort. They look forward to working with the Port, the 
Advisory Panel, the Central Waterfront Advisory Group, the CACs of Rincon 
Point and Mission Bay, and the neighbors such as UCSF to achieve their 
collective goals. Together we can meet the challenge. They have a long 
history of working well together. Their development team has an established 
track record of working effectively on projects all along waterfronts, landmarks 
that have achieved international recognition: Crissy Field, the Ferry Building, 
and AT&T Park. 

The Giants and their partners in this project are dedicated, experienced, and 
local. They care about doing things right and following through with their 
commitments. They have the right combination of talents to produce another 
great legacy for our hometown. They look forward to working together with 
the Port to get this project underway and to get the job done. 

Gabriel Metcalf, executive director of SPUR, urged the Port to move forward 
with negotiations with this team. From a planning perspective, this is the right 
set of uses for the site. It's a very ambitious project. Frankly, it's very 
surprising that they are able to even be moving forward with it as capitalism 
melts down all around us. We should be so lucky to get this project to 
happen. 

Joe D'Alessandro, president and CEO of the San Francisco Convention and 
Visitor Bureau, indicated that he is in favor of this project and encouraged the 
Port Commission to move forward with this project. Travel and tourism is San 
Francisco's most important industry, even in these tough economic times. His 
agency is responsible not only for marketing San Francisco, but for making 
sure that the long-term development of San Francisco continues to make it a 
competitive city for tourism. They've identified a number of projects that will 
help do that, including the expansion of the Moscone Center, including the 
cruise ship terminal. He feels that this piece really fits into the project and the 
long-term needs of San Francisco. One of the things they've identified as one 
of the greatest needs is public assembly space and special event space 
which this city does not have a lot of. This project combines a wonderful new 
neighborhood in San Francisco, great access to the waterfront, tremendous 
retail experiences, but also the use of public assembly spaces that is going to 
be critical for San Francisco's long-term future. He believes that this project is 
a tremendous one for the long term, a tremendous one for San Francisco, 

M021 02009 

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f 

I 



and he encouraged the Port to go forward on it. He believes it will benefit the 
community and the economy of San Francisco in the long term. 

Corinne Woods, a neighbor of Seawall Lot 337 among other things and 
worked with the Giants for many years, indicated that a lot of the pictures up 
here emphasized the bayfront park, the park, the big gateway to the Blue 
Greenway. If you look at the fine details of this proposal, that's not planned 
until phase three. When you talk about having public assembly space and 
visitor-attracting uses, we need to make sure that the public open space is 
done early in the process to make this a little different than just another 
development. It is a very critical piece. They look forward to negotiating 
further with the Giants, among other things on the name of the park. They 
almost lost China Basin Channel. They've lost China Basin Cove. They've 
lost China Basin Street. She doesn't want to lose the name China Basin Park. 

Paul Nixon, one of the directors of the Bay Access, which is the human- 
powered boat group which is sponsored and advocating for the Bay Water 
Trail, indicated that this is a marvelous project. The way this comes down to 
the water, people can actually touch the water, kayaks can get into the water, 
and it fits in very nice with what they have been building around the southern 
waterfront for a long time. This was the site in 1873 of the South End 
Swimming and Rowing Club. They started right where the ballpark is. The 
Dolphin Rowing and Swimming Club also used this site for rowing in the 
1950s. During the 2007 All-Star Game, the whole area was full of kayaks. It's 
appropriate that we have these kayaks here and that we're looking at the 
water. This is also a wonderful space for water recreation activities like boat 
racing and things like that where people can view on both sides of the water. 
This might be something that also be considered. Both groups had a 
swimming pool of some type in the original plans, and it doesn't seem to be 
there now. This area is one of the first areas for bay swimming in San 
Francisco, and it is actually a place where people do swim occasionally. He 
congratulated the developers for a fine plan. 

Maureen Gaffney, the Association of Bay Area Governments and the San 
Francisco Bay Trail Project, indicated that the Bay Trail is a planned 500-mile 
recreational pathway encircling the entire San Francisco Bay, and 300 miles 
are complete today. Seawall Lot 337 will form a critical piece of the Bay Trail 
and the Blue Greenway. They appreciate the developer's recognition of their 
importance. It is their hope that the public access and open spaces can be 
implemented in the early phases of the project so that residents and visitors 
can enjoy this spectacular and unique waterfront location as soon as 
possible. ABAG/San Francisco Bay Trail would like to work with the developer 
and the Port on this exciting opportunity to implement new trail and access. 

Michael Brown, senior field rep for Carpenters Local 22, indicated that they 
are in favor of this project. They're going to work with the developers to make 
sure that local union workers work on the project, apprentices and pre- 
apprentices come to the training and work on these projects. His only regret is 

M021 02009 

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that it isn't starting tomorrow, because of the economy. They need a private 
industry to step forward, because the government is going to take a while to 
get the funds that they're promising. They would appreciate it if the Port could 
move this project along. 

Ernestine Weiss indicated that she's very proud to see the development of all 
of this so far. She loves what she sees. It's the right fit, and we should go 
forward as soon as possible. As the creator of Ferry Park, she's especially 
interested in open space. She can't wait to see the trails developed and the 
open space to be used by the people who come here, the tourists, the 
residents, etc. It's the right mix. It's the right design, and let's go forward. She 
helped the Giants locate in their unique location on the waterfront. This is 
another piece of the prize that will benefit San Francisco in the long run. 

Dennis McKenzie indicated that he provided the Commission a copy of his 
proposal to build a joint venture partnership with the City and County of San 
Francisco, the San Francisco Unified School District, the Port Commission, 
and the developers to create a basketball education and career pathway 
arena. The intention of this is to, as the Giants and all the developers have 
done, instead of competing, they've joined forces to create one team effort. 
His proposal is to make people aware of the fact that 55,000 public high 
school students have no sports pathway. He proposes that as a joint venture, 
the City, the Port and the developers create a basketball education center 
with a sports management and facilities pathway arena. The basketball arena 
would be accessible for all high school students throughout the city, as you 
can imagine trying to update and modernize the basketball arenas or 
basketball gymnasiums in all the San Francisco high schools, it would be 
impossible. This one facility could provide access for all the high schools to 
meet and join forces and all the resources necessary. The idea of the 
pathway is to create a basketball arena with classrooms surrounding, and, as 
an integral part of this facility, to teach the kids all the jobs and careers that 
are available. They need to learn about what college programs there are 
available. Through a cooperative venture, he believes the students could 
have the facility that they much deserve. 

Manuel Flores, field representative of Carpenters Local Union 22, echoed 
Mike Brown's comments that it's too bad we couldn't start this project right 
away. It would be a shot in the arm for our economy and they really need this. 
A few of the Carpenters Local 22 members are here. This project will give 
them a vision and hope for the future because this is what they really need. 
They look forward for the Port's approval of this project. 

Toby Levine, co-chair of the Central Waterfront Advisory Group, indicated that 
she's excited about this project. They have studied the previous projects very 
closely. She iterated the importance of what Corinne Woods said, which is 
that a way, if possible, be found to build in the open spaces and the public 
amenities earlier rather than later. As a new resident of Mission Bay, she 
finds that it's a little lonely in some cases being in the middle of a building in 

M021 02009 

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the middle of an area where there's nothing around it, and you're just kind of 
out there. There are at least two examples of that in Mission Bay. Eventually 
there will be more. It's very important that the open space and the other 
amenities be brought in early if you really want to have a successful project. 

Louise Williams, Local 22 carpenter, indicated that she really supports this 
project. 

Commissioner Michael Hardeman indicated that the project looks 
outstanding. It's wonderful to see the graphics that were presented and some 
of the verbiage passed on by the proposed developers. He certainly concurs 
with the speakers that are looking for work. They're certainly going to need it 
this year the way things are going. It's a tragedy that the Commission couldn't 
vote on this today and decide whether to move it along because there are 
many hoops to go through. The project looks very nice on its surface. He 
thanked all the presenters for an outstanding job. 

Commissioner Stephanie Shakofsky, seconded Commissioner Hardeman's 
remarks. She's very excited by what was presented today and looks forward 
to a full partnership with the Port and the developers. She looks forward to 
working with the developers as we move forward in these rather tentative 
economic times but continue to move forward with the idea that we will see 
better times. 

Commissioner Kimberly Brandon reiterated her fellow Commissioners' 
comments. She thanked the developers for still thinking about proceeding 
with this project during these hard economic times. She looks forward to the 
Advisory Committee looking over the project and getting more into the 
specifics in how the project will be developed and how the Port will partner 
with this project. She wished the developers the best of luck. 

Commissioner Ann Lazarus added her thanks for the combined effort. She's a 
big believer in collaboration, so it's great to see that so many of the 
developers were able to come together and give the Commission a vision of 
what the lot might look like. She hearken back to the earlier item about capital 
planning and capital needs for the Port. The Port envisions this project as in 
many ways not only being a financial engine for that part of the city, but as 
another tool in our quiver for how we're going to rehabilitate our waterfront. 
The Commission looks forward to working out those details so it's a classic 
win-win for everybody. 

Commissioner Rodney Fong indicated that the word dramatic was used 
during the presentation and he thinks the photos are at least in the scale of 
this thing. He happened to show some of the photos to a very young San 
Francisco resident who was amazed by the Photoshop that was done there 
but it is spectacular. He was also impressed, in reading through the material, 
the proposed 875 residential units and the 4,700 jobs that will be created. 
That equates to a 9 percent increase in jobs in San Francisco and that's quite 

M021 02009 

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phenomenal. Joe D'Allesandro spoke about Pier 48 and the need for more 
event space. When Oracle came into town, they needed to block off space. 
There's really a need to have additional event space. To piggyback on 
Corinne's comment about the historic value of China Basin, China Basin did 
hold a lot of the Chinese clipper ships, giant clipper ships that brought a lot of 
Chinese labor into America to work on the gold mine as well as the railroad. 
He thinks that would be well served if we can preserve the history of China 
Basin. Mr. Sullivan referred to the Port's financial toolkit. He's not sure if our 
toolkit is a small bag or a tool locker, but he looks forward to discussing this 
issue further. Commissioner Fong indicated that he is a little bit concern about 
the two means of egress onto the site, the Lefty O'Doul Bridge and the 4th 
Street Bridge and would like to talk further about bringing more people from 
the northern part of the city towards the project site. He thinks the project is 
spectacular. They all look forward to moving forward with this project. 

10. NEW BUSINESS /AGENDA SETTING 

Executive Director Moyer indicated that we have a long list of items for our next 
meeting, three of which are the action items for the operating budget, capital 
budget, and capital plan. If the Commission concur, our plan was to bring those 
three items back on consent then that would leave us with a pretty full agenda. 
Secondly, we are scheduled to have an item at the next meeting on Seawall Lot 
351 . We intend to present it at a time certain. She asked the Commission if they 
liked that aspect of today's meeting or if they would like to do something different. 

The Commission agreed with hearing the item at a time certain as proposed. 

Commissioner Hardeman indicated that hearing the item at a time certain is a good 
idea so they know when to get show up. 

11. PUBLIC COMMENT 

Ernestine Weiss thanked Byron Rhett and Diane Oshima for attending her plaque 
dedication ceremony and for Renee Dunn's wonderful support. It was a great day 
and it was also her birthday, which was very significant The event went well. 

12. COMMUNICATIONS 

13. ADJOURNMENT 

ACTION: Commissioner Lazarus moved approval to adjourn the meeting; 
Commissioner Brandon seconded the motion. All of the Commissioners were in 
favor. 

Commission President Fong adjourned the meeting at 5:35 p.m. 



M021 02009 

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SAN FRANCISCO PORT COMMISSION 

Rodney Fong, President 

Stephanie Sliakofsky, Vice President 

Kimberiy Brandon, Commissioner 

IVIichael Hardeman, Commissioner 

Ann Lazarus, Commissioner 

IVIonique iVIoyer, Executive Director Amy Quesada, Commission Secretary 

Phone: 415-274-0400; Fax: 415-274-0412 Phone: 415-274-0406; Fax: 415-274-0412 



AGENDA 

TUESDAY, FEBRUARY 24, 2009 

2:00 P.M. CLOSED SESSION 

3:15 P.M. OPEN SESSION 

PORT COMiVIISSION HEARING ROOM, SECOND FLOOR 

FERRY BUILDING, SAN FRANCISCO, CA94111 



The Port Commission Agenda as well as Staff Reports/Explanatory Documents available to the 
public and provided to the Commission are posted on the Port's Website at www.sfport.com. 
The agenda packet is also available at the Pier 1 Reception Desk. 

If any materials related to an item on this agenda have been distributed to the Port Commission 
after distribution of the agenda packet, those materials are available for public inspection at the 
Port Commission Secretary's office located at Pier 1 during normal office hours. 



1. CALL TO ORDER / ROLL CALL 

GOVERNMENT 

2. APPROVAL OF MINUTES - February 10, 2009 DOCUMENTS DEFT 

3. PUBLIC COMMENT ON EXECUTIVE SESSION FEB 2 2009 

4. EXECUTIVE SESSION SAN FRANCISCO 

PUBLIC LIBRARY 

A. Vote on whether to hold closed session to confer with Legal Counsel and 

Real Property Negotiator. " 02-20-09P03: 12 RC : 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-City/Port representative.* 

a. Property : AB 0201, Lot 013 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 



A02242009 



-1- 



Person Negotiating : Port : Byron Rhett, Deputy Director, Planning 

and Development 

*Negotiating Parties : San Francisco Waterfront Partners, Simon 

Snellgrove 

Under Negotiations: Price Terms of Payment X Both 

The non-Port party identified submitted a proposal on December 19, 
2008 for Seawall Lot 351 in response to a Request for Proposals 
authorized by the Port Commission on July 8, 2008. In this executive 
session, the Port intends to seek direction from the Commission on 
matters that may affect the competitive process now underway. 

5. RECONVENE IN OPEN SESSION 

A. Possible report on actions taken in closed session pursuant to 
Government Code Section 54957.1 and San Francisco Administrative 
Code Section 67.12. 

B. Vote in open session on whether to disclose any or all executive session 
discussions pursuant to Government Code Section 54957.1 and San 
Francisco Administrative Code Section 67.12. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

Please be advised that the ringing of and use of cell phones, pagers, and similar 
sound-producing electronic devices are prohibited at this meeting. Please be 
advised that the Chair may order the removal from the meeting room of any 
person(s) responsible for the ringing or use of a cell phone, pager, or other similar 
sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report 

• Pier 31 Update 

• Impacts from February 15-18, 2009 Rain Storms 

8. CONSENT 

A. Request approval of the Port's Annual Operating Budget for Fiscal Year 
2009-10. (Resolution No. 09-07) 

B. Request approval of the Port's $21 Million Annual Capital Project Budget for 
Fiscal Year 2009-10. (Resolution No. 09-08) 

C. Request approval of the FY 2009-1 8 Update to the Port's 1 0-Year Capital 
Plan. (Resolution No. 09-09) 

A02242009 

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9. REAL ESTATE 

A. Informational presentation regarding a proposed agreement for a 

Construction Materials Recycling Center at SWL 352 between the Port and 
Sustainable Crushing Ventures, LLC. 

10. ENGINEERING 

A. Request authorization to partner with the San Francisco Conservation Corps 
in an application for Proposition 84 grant funding not to exceed $87,000 to 
support construction of the Amador Street Swales project. (Resolution No. 09- 
10) 

1 1 . PLANNING & DEVELOPMENT 

A. Informational Presentation on commencement of Embarcadero Design 
Standards Study to review function and develop standards to improve the 
quality of the pedestrian environment on The Embarcadero Promenade. 

ITEM 11B WILL BE HEARD AT 4:15 P.M. (The Commission may decide to hear 
this item out of order (after any of Items 11-14) if Item 1 1A is not completed before 
4:15 p.m. 

B. Request approval (1 ) to award the Seawall Lot 351 Development Opportunity 
at Washington and The Embarcadero to San Francisco Waterfront Partners II 
LLC, and (2) to enter into exclusive negotiations to explore a mixed-use 
development project combining SWL 351 with the adjacent privately owned 
Blocks 168, 171 and 201. (Resolution No. 09-12) 

12. NEW BUSINESS /AGENDA SETTING 

♦ New Business 

♦ Agenda Setting (Targeted Commission meeting, subject to change) 

• Informational Presentation regarding freight rail service to the Port of San 
Francisco (March 10, 2009) 

• Request approval of lease amendment with San Francisco Bay Railroad 
(March 10,2009) 

• Request authorization to enter into a Memorandum of Understanding with 
the San Francisco Municipal Transportation Agency for the Port of San 
Francisco to relinquish its rights to cargo freight rail service north of Cesar 
Chavez along Illinois Street (March 10, 2009) 

• Request authorization to issue Request for Proposals (RFP) for Parking 
Vendors for selected Northern Waterfront locations (March 10, 2009) 

• Request authorization to award a Professional Services Contract in an 
amount not to exceed $75,000 to San Francisco State University to provide 
an educational program and water quality monitoring at Pier 45, 
Fisherman's Wharf (March 10, 2009) 

A02242009 

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• Request authorization to award Construction Contract No. 2725, Pier 80 
Security Fences Project (March 10, 2009) 

• Request approval of Lease L-14646 with San Francisco Soccer for a term 
of one year for paved land located at the Pier 27/29 Valley (March 10, 
2009) 

• Request approval of lease with Raisch Products, Inc. and S.F. Recycling 
and Disposal, Inc. for the Construction Materials Recycling Center at SWL 
352 (March 10,2009) 

• Request authorization to issue Request For Proposals (RFP) for a pool of 
as-needed Architectural/Engineering Services for a period of 3 years 
(March 10,2009) 

• Request authorization to award a contract for Brownfields Environmental 
Investigation for Pier 70 (March 10, 2009) 

• Request approval of Self-Operation and Maintenance of Foreign Trade 
Zone (March 24, 2009) 

• Request authorization to award the Seawall Lot 337 Development 
Opportunity (April 28, 2009) 

• Request authorization to award the Parking Lot RFP (May 26, 2009) 

• Request authorization to award Pier 45 drainage improvements project 
(Date to be determined) 

• Informational Presentation regarding the status of PG&E's environmental 
investigation at the Potrero Power Plant shoreline (Date to be determined) 

• Informational Presentation regarding Memorandum of Understanding No. 
M-14534 between the Port and the San Francisco Public Utilities 
Commission for Solar Panels installation on the Lighter Freight Facility at 
Pier 96 (Date to be determined) 

• Request approval of a Memorandum of Understanding No. M-14534 
between the Port and the San Francisco Public Utilities Commission for 
Solar Panels installation on the Lighter Freight Facility at Pier 96 (Date to 
be determined) 

• Request approval of Tripartite Agreement among Port, Baydelta Maritime, 
Inc. and the Exploratorium regarding relocation of Baydelta from Pier 15 to 
Pier 17 as part of the Exploratorium's Historic Rehabilitation Project at 
Piers 15/17, located on the Embarcadero at Green Street. (Date to be 
determined) 

13. PUBLIC COMMENT 

Public comment is permitted on any matter within Port jurisdiction and is not limited 
to agenda items. Public comment on non-agenda items may be raised during New 
Business/Public Comment. A member of the public has up to three minutes to 
make pertinent public comments before action is taken on any agenda item and 
during the new business/public comment period. It is strongly recommended that 
public comments be submitted in writing so they can be distributed to the 
Commissioners for their review. Please fill out a speaker card and hand it to the 
Commission Secretary. If you have any question regarding the agenda, please 
contact the Commission Secretary at 274-0406. 



! A02242009 



14. COMMUNICATIONS 

Communications to the Port Commission from February 6 to February 19. 2009: 

• From Dennis Mackenzie, Round the Diamond, regarding SWL 337 

• From Thomas Chen, Director General of Taipei Economic and Cultural Office in 
San Francisco, invitation to lunch with Hon. Chu Chen, Mayor of Kaohsiung of 
the Republic of China (Taiwan), on February 24, 2009 

15. ADJOURNMENT 



A02242009 

-5- 



Date 


Time 


March 10 


2:00 p.m. 




3:15 p.m. 


March 24 


2:00 p.m. 




3:15 p.m. 


NOTES: 





MARCH 2009 
CALENDAR OF UPCOMING PORT MEETINGS - OPEN TO THE PUBLIC 

Group Location 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 

Closed Session/Port Commission Port Commission Room 

Open Session @ Ferry Building 

The San Francisco Port Commission meets regularly on the second and fourth Tuesday of the 
month at 3:15 p.m., unless otherwise noticed. The Commission Agenda and staff reports are 
posted on the Port's Website @ www.sfport.com. Contact Amy Quesada at 274-0406. 

The Fisherman's Wharf Waterfront Advisory Group (FWWAG) meets regularly on a bi-monthly 
basis, on the third Tuesday of the month. The regular meeting time and place is 9:00 a.m. at 
Scoma's Restaurant, Pier 47 at Fisherman's Wharf. Contact Michael Nerney @ 274-0416 or 
michael.nemev@sfport.com 

The Maritime Commerce Advisory Committee (MCAC) meets on a bi-monthly basis, on the third 
Thursday of the month, from 11:30 a.m. to 1:30 p.m. @ Pier 1. Contact Jim Maloney @ 274- 
051 9 or iim.malonev(a)sfport.com 

The Mission Bay Citizens Advisory Committee meets regularly on the second Thursday of the 
month, from 5:30 to 7:30 p.m. at the Mission Bay Visitor Center (255 Channel Street). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or Catherine 
Reilly/REDEV/SFGOV@SFGOV 

The Northeast Waterfront Advisory Group (NEW AG) meets regularly on a bi-monthly basis on 
the first Wednesday of the month from 5:00 p.m. to 7:00 p.m. in the Bayside Conference Room 
@ Pier 1. Contact Jennifer Sobol @ 274-0548 or iennifer.soboKSlsfport.com 

The Central Waterfront Advisory Group (CWAG) meets monthly on an as-needed basis, 
generally on the third Wednesday of the month from 5 to 7 p.m. in the Bayside Conference 
Room at Pier 1 . Contact Mark Paez @ 705-8674 or mark.paez(a)sfport.com , 

The Rincon Point-South Beach Citizens Advisory Committee meets on a quarterly basis, from 
5:00-7:00 p.m. at the South Beach Yacht Club (Pier 40 on The Embarcadero). Contact 
Catherine Reilly, Assistant Project Manager, Redevelopment Agency, @ 749-2516 or 
Catherine.Reilly/REDEV/SFGOV@SFGOV 

The Southern Waterfront Advisory Committee (SWAC) meets every last Wednesday of the 
month from 6:15 to 8:15 p.m. Location to be determined. Contact David Beaupre @ 274-0539 or 
david.beaupre(a)sfport.com 

The Waterfront Design Advisory Committee (WDAC) meets jointly with the Design Review 
Board of the Bay Conservation and Development Commission on the first Monday of the month 
at BCDC, 50 California Street, Rm. 2600, at 6:30 p.m. The Committee meets as needed on the 
fourth Monday of the month at 6:30 p.m. in the Bayside Conf. Rm. @ Pier 1 . Contact Dan 
Hodapp @ 274-0625 or dan.hodapp(a)sfport.com 



A02242009 



ACCESSIBLE MEETING INFORMATION 
FERRY BUILDING: 



The Port Commission Hearing Room is located on the second floor of the Ferry 
Building. The main public entrance is from the west (Embarcadero) side and is served 
by a bank of elevators adjacent to the historic staircase. Accessible public restrooms 
are on the first floor at the northeast end of the building as well as on the second floor 
across the lobby from the Port Commission Hearing Room. The main path of travel to 
the Port Commission Hearing Room is equipped with remote infrared signage (Talking 
Signs). The Port Commission Hearing Room is wheelchair accessible. Accessible 
seating for persons with disabilities (including those using wheelchairs) is available. The 
closest accessible BART and MUNI Metro station is Embarcadero located at Market & 
Spear Streets. Accessible MUNI lines serving the Ferry Building area are the F-Line, 9, 
31, 32 and 71. For more information about MUNI accessible services, call (415) 923- 
6142. The nearest accessible parking is provided in the following off-street pay lots: 



A) 3 spaces in the surface lot on the west side of the Embarcadero at Washington St. 

B) Hourly and valet parking in the Pier 3 lot. This lot is accessed through the Pier 3 
bulkhead building entrance on the east side of the Embarcadero. This lot is located 
on the pier deck; adjacent to the ferry boat Santa Rosa. 

Additional covered accessible off-street pay parking is available in the Golden Gateway 
Garage, which is bounded by Washington, Clay, Drumm and Battery Streets. Entrance 
is on Clay St. between Battery and Front Streets. There is no high-top van parking. 
Metered street parking is available on the Embarcadero, Washington, Folsom & Drumm 
Streets. 

FIERI: 

The Port's fully accessible offices are in the west end of Pier 1 . There are two public 
entrances; the main entrance on the west (Embarcadero), and the Port History walk 
entrance on the south apron. Each of these entrances is provided with an automatically 
operated door. Both entrances lead to the Bayside conference rooms. Accessible 
public restrooms, drinking fountains, payphone and TTY are on the first floor near the 
main entrance. The public spaces of the Port's offices are equipped with remote infrared 
signage (Talking Signs) identifying all primary entrances, paths of travel, meeting rooms 
and amenities. Accessible seating areas and assistive listening devices will be available 
in the Bayside Conference rooms. 



A02242009 

-7- 



Accessible meeting information policy: 

In order to assist the City's efforts to accommodate persons with severe allergies, 
environmental illness, multiple chemical sensitivity or related disabilities, attendees at 
public meetings are reminded that other attendees may be sensitive to various chemical 
based products. Please help the City to accommodate these individuals. 



A sign language interpreter and alternative format copies of meeting agendas and other 
materials can be provided upon request made at least 72 hours in advance of any 
scheduled meeting. Contact Wendy Proctor, Port's ADA Coordinator, at 274-0592, the 
Port's TTY number is (415) 274-0587. 

Know Your Rights Under the Sunshine Ordinance: 

Government's duty is to serve the public, reaching its decisions in full view of the public. 
Commissions, boards, councils and other agencies of the City and County exist to 
conduct the people's business. This ordinance assures that deliberations are 
conducted before the people and that City operations are open to the people's review. 
For more information on your rights under the Sunshine Ordinance (Chapter 67 of the 
San Francisco Administrative Code) or to report a violation of the ordinance, contact 
Frank Darby by mail: Sunshine Ordinance Task Force, 1 Dr. Carlton B. Goodlett Place, 
Room 244, San Francisco CA 94102-4689; by phone at (415) 554-7724; by fax at (415) 
554-7854 or by email at sotf(5)sfqov.orq . Citizens interested in obtaining a free copy of 
the Sunshine Ordinance can request a copy from Mr. Darby or by printing Chapter 67 of 
the San Francisco Administrative Code on the internet, at 
http://www.sfgov.org/sunshine. 

NOTICES 

Prohibition of Ringing of Sound Producing Devices: 



The ringing of and use of cell phones, pagers, and similar sound-producing electronic 
devices are prohibited at this meeting. Please be advised that the Chair may order the 
removal from the meeting room of any person(s) responsible for the ringing or use of a 
cell phone, pager, or other similar sound-producing electronic device. 

Lobbyist Registration and Reporting Reguirements: 

Individuals and entities that influence or attempt to influence local legislative or 
administrative action may be required by the San Francisco Lobbyist Ordinance (SF 
Campaign & Government Conduct Code Sections §2.100 - 2.160) to register and 
report lobbying activity. For more information about the Lobbyist Ordinance, please 
contact the San Francisco Ethics Commission at 30 Van Ness, Suite 3900, San 
Francisco, CA 94102, phone (415) 581-2300 or fax (415) 581-2317; web site: 
www.sfqov.orq/ethics . 

A02242009 

-8- 



TO: 



FROM: 




PORTs 



SAN FRANCISCO 

MEMORANDUM 

February 18, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Pong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer 
Executive Director 




SUBJECT: Fiscal Year 2009-10 Operating Budget 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

The purpose of this item is to seek Port Commission approval of the Port's proposed 
Fiscal Year 2009-10 operating budget. Following Port Commission approval, the budget 
will then be reviewed tDy the Mayor's Office, which will submit the budget to the Board of 
Supervisors by the first of May 2009. The Board will give final consideration to the budget 
on or about July 31 , 2009. The proposed Fiscal Year 2009-10 Overall Budget is 
summarized as follows: 





Budget 


Budget 


Increase / (D 


ecrease) 




2008/09 


2009/10 


Amount 


Percent 


Sources 










Estimated Fund Balance 


$13,396,258 


$16,722,692 


$3,326,434 


24.8% 


Revenue 


64,538,548 


63,376,800 


(1,161,748) 


-1.8% 


Closed Capital Projects 


1.106.321 


Q 


M. 106.321) 


-100.0% 


Total Sources 


$79,041,127 


$80,099,492 


$1,058,365 


1.3% 


Uses 










Operating Expense 


$58,966,197 


$59,533,349 


$567,152 


1.0% 


Capital Appropriations 


6,941,000 


7,477,700 


536.700 


7.7% 


Annual Projects 


4,291,524 


4,156,683 


(134,841) 


-3.1% 


Operating Reserve 


8.842.406 


8.931.760 


89.354 


1.0% 


Total Uses 


$79,041,127 


$80,099,492 


$1,058,365 


1.3% 


Operating Reserve as a 










Percent of Operating Expense 


15% 


15% 







This Print Covers Calendar Item No. 8A 



SAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



JlWlilJ.imiMilJMHa M B i i P J| l -IL|J-M.I I IJ BMHMMi^ 

igiiiiiBiiiiiia^HH 



The table above identifies all of the Port's revenue sources including Estimated Fund 
Balance that the Port uses to fund capital projects and the budgeted operating reserve. 

With respect to the operating budget, based on the current economic downturn we project 
operating revenues to decrease by approximately $1.2 million or 1.8% from FY 2008-09 
and operating expenses to increase by $567,153 or 1.0%. Additionally, we propose to 
increase the Port's operating reserve by $89,353 to maintain 15% of operating expenses 
consistent with the Port Commission adopted operating reserve policy. The Estimated 
Fund Balance has increased by approximately $3.3 million. 

Each of the primary changes to the Port's FY 2009-10 budget is described in more detail 
below. 

Revenue 

The proposed revenue budget of $63,376,800 for FY 2009-10 reflects a $1 .2 million 
decrease or 1 .8% less than the FY 2008-09 budget. Projected revenues for FY 2009-10 
are as follows: 





Budget 


Budget 


lncrease/(Decrease) 




2008/09 


2009/10 


Amount 


Percent 


Cargo 


$4,740,000 


$4,497,500 


($242,500) 


-5.1% 


Ship Repair 


1,000,000 


855,000 


(145,000) 


-14.5% 


Harbor Services 


995,000 


1,335.000 


340.000 


34.2% 


Cruise 


1,565,000 


1,980,000 


415,000 


26.5% 


Fishing 


1,850,000 


1,820,000 


(30,000) 


-1.6% 


Other Marine 


1,368,000 


1,744,000 


376,000 


27.5% 


Commercial/Industrial 


39,217,248 


38,740,000 


(477,248) 


-1.2% 


Parking 


10,794,000 


10,400,000 


(394,000) 


-3.7% 


Filming 


25,000 





(25,000) 


-100% 


Special Events 


100,000 


100,000 





0% 


Miscellaneous Services 


105,000 


105,000 





0% 


Facility Damage 


6,000 


6,000 





0% 


Permits 


710,000 


366,000 


(344,000) 


-48.5% 


Miscellaneous Repairs 


30,000 


30,000 





0% 


Negotiation Fees 


350,000 


250,000 


(100,000) 


-28.6% 


Interest on Investments 


1,330,000 


795,000 


(535,000) 


-40.2% 


Penalties & Svc. Charges 


19,300 


19,300 





0% 


Miscellaneous Receipts 


334,000 


334.000 





0% 


Total Revenues 


$64,538,548 


$63,376,800 


r$1. 161.748) 


-1.8% 



-2- 



The changes in the FY 2009-10 revenue budget compared to the prior fiscal year are as 
follows: 

• Cargo revenues are projected to decrease by $242,500 or 5% primarily as a result 
of the Foreign Trade Zone (FTZ) operation terminating at Piers 19/23. However, the 
Real Estate Division is directly leasing the space at Piers 19/23 with those FTZ's 
subtenants who wish to do so. Unfortunately, some of the FTZ's subtenants have 
chosen to leave. As a result, the Port's FY 2009-10 budget includes $300,000 
related to Piers 19/23 former FTZ subtenant leases or $324,000 less than the 
amount budgeted in FY 2008-09. 

• Ship Repair revenues are projected to decline by $145,000 or 15% based on 
revenues the Port has received in the current year. 

• Harbor Services revenues are projected to increase by $340,000 or 34% based on 
the new lease with the San Francisco Bar Pilots at Pier 9 effective January 2010. 

• Cruise revenues are expected to increase by $415,000 or 27% based on the recent 
restructuring of and overall increase to the cruise related fees from per passenger 
volume based tiered rates to a bundled passenger rate that includes dockage fees. 

• Other Marine revenues are expected to increase by $376,000 or 27% based on 
continued increases in MARAD vessels' layberth activity. 

• Commercial/Industrial rent is expected to decrease by $477,248 or 1% primarily 
due to declining percentage rents of $2.4 million or approximately 18% based on a 
similar decline the Port experienced following the 9/1 1 event. The $2.4 million 
reduction in percentage rent revenue is off-set by an increase of approximately $2 
million In base rents associated with existing leases and new leases resulting from 
lease negotiations currently underway for vacant space at Piers 29, 29.5, 54, 80 
and 96. 

• Parking revenue is projected to decrease by $394,000 or 4% primarily due to 
expectations that the downturn in the City's economy will reduce demand for 
parking which will result in reduced parking revenues at the Port. 



• 



Building Permit revenues are expected to decline by $344,000 or 48% based on the 
expectation that the Port's tenants will not invest in tenant improvements given the 
current economic downturn. The City's Department of Building Inspection and 
Department of City Planning have experienced similar downturns in the number of 
permit applications. 

Negotiation fees are expected to decline to $250,000 or the same amount collected 
in FY 2007-08. 

Interest on Investments is expected to decrease by $535,000 or 40% based on 
interest rates decreasing from 2.5% to 1 .5%. 



Expense 

The proposed FY 2009-10 expense budget of $63,690,033^ is a $432,312, or 0.7% 
increase over the prior fiscal year. The expense summary for FY 2009-10 is as follows: 





Budget 
2008/09 


Budget 
2009/10 


Increase / ( 


Decrease) 




Amount 


Percent 


Salaries & Benefits 


$27,036,174 


$28,534,639 


$1,498,465 


5.5% 


City-wide Overhead 


538,550 


538.550 





0% 


Other Current Expenses 


9.315,931 


8.860.518 


(455,413) 


-4.9% 


Materials & Supplies 


1,374,193 


1.482.246 


108.053 


7.9% 


Fixed Charges 


668,436 


632,187 


(36.249) 


-5.4% 


Capital Outlay (Equipment) 


848.058 


254.038 


(594.020) 


-70.0% 


Annual Projects 


4,291,524 


4.156.683 


(134.841) 


-3.1% 


Debt Service 


4.702,720 


4.702.720 





0% 


ADM - Insurance & Risk 


2.100.033 


1.890.033 


(210.000) 


-10.0% 


City Attorney - Legal 










Services 


2.554,650 


2.554,650 





0% 


Fire Protection Services 


2.736,582 


2.736.582 





0% 


DHR - Workers 










Compensation 


826,811 


826.811 





0% 


PUC - Light, Heat & Power 


1,396.419 


1,656,275 


259,856 


18.6% 


All Other Departments 


4,452,651 


4,449,112 


(3,539) 


-0.1% 


Interdepartmental Recovery 


(169,000) 


(169.000) 





0% 


Revenue Transfer Out - 










DPT 


• 583.989 


583.989 





0% 


Total Expenses 


$63,257,721 


$63,690,033 


$432,312 


0.7% 



As described below, the major increases in the FY 2009-10 expense budget over the prior 
fiscal year are in salaries and mandatory fringe benefits which were primarily off-set by 
decreasing Other Current Expenses and Capital Outlay. 

• Salaries and mandatory fringe benefits are projected to increase by a total of 
$1,498,465 or 5.5%, approximately $1 million of which is associated with a 66% 
increase in the Port's contributions to the City's retirement fund requiring larger 
contributions to meet its statutory funding requirements. Similar to other entities, the 
City's retirement fund has experienced poor returns on investments. The remaining 
$451,479 is related to increases in salaries due to annualizing the increase in salaries 
granted in the City's 2007 memorandums of understandings (MOUs) with the labor 
unions. 



' The 563,690,033 expense budget includes Operating Expenses of $59,533,349 plus $4,156,683 for Annual Projects 
that are summarized in the table on the first page of this report. Thus, total expenses increased by 0.7% while annual 
operating expenses that exclude the annual projects increased by 1.0%. 

-4- 



• other Current Expenses decreased by a total of $455,414 or 4.9% due to reducing the 
budgets for (1) Professional Services by $468,600 primarily in Planning and 
Development and Finance and Administration divisions, (2) Travel, Training and 
Membership Fees by $28,184, (3) Promotions and Entertainment by $48,800, and (4) 
other miscellaneous accounts by $24,368. The affect of these reductions will be to 
issue fewer consulting contracts for those divisions. We do not anticipate these 
reductions significantly affecting our ability to complete projects due to the professional 
services contracts issued in FY 2008-09 that will extend into FY 2009-10. The 
remaining reductions will essentially result in Port staff taking fewer marketing trips and 
attending fewer Port funded trainings. 

In addition, we increased funding for rent, utilities, and maintenance services related to 
equipment by $1 14,088 based on increased rates. 

• Capital Outlay is expected to decrease by $594,020 or 70% due to replacing fewer 
vehicles in FY 2009-10 than the Port replaced in FY 2008-09. Assuming the Port's 
revenues recover in FY 2010-1 1 , the Port will reinstitute its vehicle replacement 
program. 

• Annual Projects decreased by $134,841 primarily by reducing various project budgets 
that will not have an impact on the ability of Port staff to deliver projects. 

• The Port's work-order to the PUC's Bureau of Light Heat and Power increased by 
$259,856 to begin repaying funds PUC advanced to install energy efficiency 
improvements on Port property. 

• The Port reduced its work-order to Administrative Services for Insurance and Risk 
Management by $210,000 due to reduced insurance premiums. 

• The Port reduced its budget to the Division of Real Estate (DRE) by $196,308 to reflect 
the Port's work-order agreement with DRE to fund a Principal Property Manager 
position for the first six months of FY 2009-10 to complete working on the back-log of 
the Port's hold-over leases. We included funding to cover part-time assistance from 
DRE for the remaining six months in FY 2009-10 to continue certain work on the Port's 
hold-over leasing project. 

Staffing Changes Proposed in tiie Port's FY 2009-10 Budget 

There are no position changes in the Port's proposed FY 2009-10 budget. 

Conclusion 

The Port's proposed FY 2009-10 operating budget is a modest 0.7% increase from FY 
2008-09 while adding $89,353 to the Port's operating reserve. The Port's FY 2009-10 total 
expense budget of $63,690,033 including operating expenses and annual projects is 
$31 ,323 more than the operating revenues of $63,376,800. The $31 ,323 difference will be 
funded by the Port's fund balance. The Port's practice has been to use fund balance for its 
capital appropriations and operating reserve or one-time uses. The Port's FY 2009-10 total 
expense tiudget includes several one-time costs such as the $4,156,683 budgeted for 

-5- 



annual projects. Thus, using $31 ,323 from the Port's fund balance is consistent with the 
Port's practice of using fund balance for one-time expenses. 

The primary increase to the Port's budget is for salaries and fringe benefits which reflect 
wage increases and increased contributions to the City's retirement fund. The budget 
continues to provide funding for professional services and one-time projects that will 
enable the Port to repair, manage, and develop the City's waterfront. The Port's FY 2009- 
10 revenue budget includes conservative estimates for percentage rents, rent from 
parking lots, building permits, and developer fees to reflect the downturn in the nation and 
City's economy. In addition, the Port's proposed revenue budget for interest on 
investments assumes a reduction of $535,000 to reflect further interest rate reductions. 
While this budget is not ideal, because of a diverse revenue base the Port appears to be 
able to weather the current economic downturn. 

In addition, as noted in Item 8C on the Port's 10-year Capital Plan, the Port will retire its 
existing revenue bond debt on July 1, 2009, the annual debt service of which is $4.5 
million. With the $4.5 million in annual savings, we plan to issue new revenue bonds in FY 
2009-10 to fund several projects that will generate additional revenues for the Port as well 
as serve as an economic stimulus for the City. To that end, there is $4.5 million in the 
Port's FY 2009-10 budget for debt service. 

Port staff recommends that the Port Commission adopt the proposed annual operating 
budget and authorize the Executive Director to make non-material changes to the budget 
as may be necessary. If we make material changes to the budget such as add or delete 
positions or significantly increase or decrease revenue estimates, we will return to the Port 
Commission for approval before we submit the budget to the Board of Supervisors. Non- 
material changes are generally technical adjustments to the budget, not policy changes. 
Examples of non-material changes include updates to the budget for salaries and fringe 
benefits as City-wide MOU's are finalized or adjustments to work order amounts with other 
City departments as cost estimates are finalized. Once Mayor Gavin Newsom's Office and 
the Board of Supervisors finalize the budget, staff will return to the Port Commission with 
the adopted budget, detailing all changes made by staff, the Mayor and the Board. 



Prepared by: Tina Olson, Deputy Director 
Finance and Administration 



-6- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-07 



WHEREAS, 

WHEREAS, 

WHEREAS, 

WHEREAS. 

WHEREAS. 

RESOLVED. 

RESOLVED, 



Port Commission staff has developed a proposed Fiscal Year 2009-10 
operating budget; and 

The proposed operating budget includes projected revenues of 
$63,376,800; and 

The proposed operating budget includes projected expenses of 
$63,690,033; and 

The proposed operating budget includes an operating reserve of 
$8,931,760; and 

The operating budget must also be approved by Mayor Gavin Newsom and 
the Board of Supervisors; now therefore, be it 

That the Port Commission hereby approves the Fiscal Year 2009-10 
operating budget as presented by staff; and be it further 

That the Port Commission hereby authorizes the Executive Director to 
submit such budget to the Mayor and. in working with the Mayor and the 
Board of Supervisors, make changes to the operating budget the 
Executive Director determines to be in the best interest of the Port and 
the City. 



/ hereby certify that the foregoing resolution was adopted by the Port Commission 
at its meeting of February 24, 2009. 



Secretary 



-7- 



i 



PORT-„ 

SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



February 17,2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer 
Executive Director' 




^■^f 



SUBJECT: Request Approval of Proposed $21 .0 Million Annual Capital Project Budget 
Funding for Fiscal Year 2009/10 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Attached is the annual Capital Project Budget that Port staff is proposing for Fiscal Year 
2009/10. The FY 2009/10 proposed budget for capital projects totals $21,034,362, as 
detailed in Exhibit I, and consists of $7,477,000 in Port funding, and $13,557,362 in 
funding from the 2008 Clean and Safe Neighborhood Parks General Obligation Bond. 

Over the past several months, the Executive Director, the Capital Project Budget 
Committee (CPBC) (comprised of the Port's Deputy Directors and the Chief Harbor 
Engineer), and other key Port staff met to review and prioritize capital project funding 
requests for FY 2009/10 that were submitted by the Port's Divisions. The Executive 
Director and CPBC used the following criteria to determine which projects to recommend 
to the Port Commission for funding: (i) health and safety issues; (ii) completion of funding 
for projects that are currently underway; (iii) preservation of Port assets; (iv) prevention of 
loss of revenue to the Port; v) maintenance of Port facilities; and (vi) revenue generation. 
Funding for these projects will be provided by the unappropriated balance from the Port's 
operating fund, and the partial defunding of a previously approved capital project. 

The proposed Fiscal Year 2009/10 Capital Project Budget also includes capital projects to 
develop the Port's waterfront parks. Funding for these projects will come from the second 
issuance of the City's 2008 Clean and Safe Neighborhood Parks General Obligation Bond 
that is currently scheduled for October, 2009. 



This Print Covers Calendar Item No. SB 



= SAN FRANCISCO 



■JMMii' 



FAX 415 274 0528 



WEB sfDort.com 



San Francisco. CA 941 11 



Port Commission 
Page 2 



The capital project budget tliat staff is proposing for FY 2009/10, sliown in Exiiibit I, 
includes Port funding for: (i) the Port's maintenance dredging program for next year; 
(ii) construction of new restrooms at the entrance to the Pier 35 cruise terminal; 
(iii) replacement of deteriorated fender piles and camels at Pier 45; (iv) exterior painting, 
weatherproofing, and window upgrades to Roundhouse 2; (v) construction of new covered 
materials sheds for the Port's Maintenance Department; and (vi) the repainting of two 
cargo cranes at Pier 80. 

Also included in the proposed capital project budget is additional Port funding for: (i) a 
capital project established to make physical improvements to Port facilities to make them 
more accessible to the disabled; (ii) capital projects established to repair the pier structures 
and utility infrastructure of Port facilities; (iii) a capital project to fund capital improvements 
needed as part of the leasing process; and (iv) the Illinois Street Bridge. Staff is 
requesting $650,000 for the Illinois Street Bridge to cover a shortfall in recovery from a 
$3.2 million Federal earmark grant that the Port received for the bridge. The $3.2 million 
grant was allocated over five years based on available Federal appropriations. The 
Federal Highway Administration (FHWA) significantly reduced the 4*^ and 5*^ year 
allocations such that $650,000 in Port funds are now needed to fully fund the project. 
Caltans staff, who administer the grant for FHWA, indicated that the reduction in grant 
funds was the result of a reduction in Federal appropriations. Caltrans staff indicated that 
the State and local jurisdictions were similarly affected. 

The proposed FY 2009/10 capital project budget also includes funding from the City's 2008 
Clean and Safe Neighborhood Parks General Obligation Bond for: i) detailed design of the 
Blue Greenway projects; ii) construction of Pier 43 Bay Link Trail; and iii) construction of 
the Bayfront and Brannan Street Wharf parks. 

Based on the Port's existing capital project needs and identified funding sources. Port staff 
submits to the Port Commission the attached proposed annual Capital Project Budget for 
Fiscal Year 2009/10 and recommends its approval for submission to Mayor Gavin 
Newsom and the Board of Supervisors, as detailed in the proposed resolution attached to 
this memorandum. Port staff will return to the Port Commission this Summer to report on 
the adopted annual Capital Project Budget, and detail any changes made by staff, the 
Mayor, or the Board of Supervisors for the Port Commission's approval. 



Prepared By: Lawrence Brown, Financial Analyst 

For: Tina Olson, Deputy Director 

Finance and Administration 



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PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-08 



WHEREAS, The Port has available funds for capital projects in the amount of $7,477,000 
held in its Operating Fund which is derived from the 2007/08 fiscal year end 
fund balance; and 

WHEREAS, $1 3,557,362 in funding from the second issuance of the City's 2008 Clean 
and Safe Neighborhood Parks General Obligation Bond will be available for 
Port waterfront park capital projects; and 

WHEREAS, Port staff has identified the following capital projects which warrant the 
allocation of $7,477,000 in Port funding for Fiscal Year 2009/10: 

Pier 45 Fender & Camels Project 

Pier 35 Bathrooms Project 

Roundhouse Paint, Weatherproofing and Window Upgrade 

Pier 50 Maintenance Covered Material Sheds 

Pier 80 Crane Painting & Upgrade Project 

Illinois Street Bridge Funding Replacement 

Dredge Materials Testing - FY 2009/10 Program 

Maintenance Dredging - FY 2009/10 Program 

Port ADA Transition Plan - FY 2009/1 Program 

Utilities Project - FY 2009/10 Program 

Pier Structures Repair Project, Phase II 

Leasing Capital Improvement Project- FY 2009/10 Program 

Waterfront Sewer Pump Project, Phase II; and 

WHEREAS, Port staff has identified the following waterfront park capital projects for Fiscal 
Year 2009/10 which warrant $13,557,362 in funding from the second 
issuance of the City's 2008 Clean and Safe Neighborhood Parks General 
Obligation Bond: 

Pier 43 Bay Link Trail - Construction 
Brannan Street Wharf Park - Construction 
Bayfront Park - Construction 
Blue-Greenway Projects - Design; 

Now, therefore, be it 



Resolution No. 09-08 
Page 2 



RESOLVED, 



That the Port Commission hereby authorizes the funding of $7,477,000 from 
the Operating Fund, and $13,557,362 from the second issuance of the City's 
2008 Clean and Safe Neighborhood Parks General Obligation Bond to fund 
these projects which have been designated as having high priority; and, be it 
further 



RESOLVED, 



That the Port Commission hereby approves the FY 2009/10 Capital Project 
Budget in the amount of $21 ,034,362 as developed by staff and attached to 
the staff report dated February 17, 2009 accompanying this resolution; and, 
be it further 



RESOLVED, 



RESOLVED, 



That staff is directed to submit the FY 2009/10 Capital Project Budget in the 
amount of $21 ,034,362 to Mayor Gavin Newsom and the Board of 
Supervisors for approval; and, be it further 

That after the FY 2009/10 Capital Project Budget has been approved by 
Mayor Newsom and the Board of Supervisors, staff will return to the Port 
Commission to report on the adopted Capital Project Budget, and detail any 
changes made by staff, the Mayor, or the Board of Supervisors for the Port 
Commission's approval. 



/ hereby certify the foregoing resolution was adopted by the Port Commission at its 
meeting of February 24, 2009. 



Secretary 




PORT-_ 

SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 

February 18, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer l\,M^'^0\^ 
Executive Direcfor ^ 



SUBJECT: The Port's 1 0-Year Capital Plan FY 2009-1 8 Update 

DIRECTOR'S RECOMMENDATION: Approve Attached Resolution 

Background 

As required by the City's Administrative Code 2.30 - 2.31, Port staff updated its 
comprehensive 10-Year Capital Plan to address the Port's outstanding capital needs 
which is due to Mayor Gavin Newsom and the Board of Supervisors on March 1 , 2009 
and is expected to be adopted through Board of Supervisors legislation by May 1, 
2009. As required. Port staff submitted a draft plan to the City on December 23, 2008. 
The schedule of needs and funding sources included with the Port's draft plan 
submitted to the City is attached to this report. The Port's internal version of the 10- 
Year Capital Plan, which accompanies this staff report, is a more detailed version of the 
Port's draft submission to the City's FY 2009-18 Capital Plan. 

Overview 

The Port's first 10-Year Capital Plan issued in spring 2006 demonstrated the magnitude 
of the Port's financial challenges and that dramatic, new strategies will be required to 
allow the Port to fulfill its maritime and land use missions. 

Since that time, it has become increasingly clear that the major source of funding to 
reconnect the City with its waterfront envisioned by the Waterfront Land Use Plan - 
private equity - was insufficient to the task. Without new public sources of funding, 
private sector investment in the Port will not succeed in revitalizing the Port and its 
historic structures. 

This Print Covers Calendar Item No. 8C 



„$AN FRANCISCO 



TTY 418 274 0587: 



FAX 415 274 0528 



ii 



However, since 2006, Port staff and the Port Commission have been laying the 
groundwork for a new approach to financing waterfront improvements. 

The proposed 10-year capital plan identifies a total need of approximately $2 billion, 
primarily for deferred maintenance and seismic upgrade work required on Port facilities. 
This is approximately $140 million greater than the $1.86 billion identified in the Port's 
FY 2008-09 10-year Capital Plan. This increase is primarily the result of the 6% annual 
cost escalation used by the City and County of San Francisco (CCSF) and incorporated 
into this plan. 

The largest element of the Port's Plan is the rehabilitation and redevelopment of the 
heavily blighted Pier 70 area, with an estimated need of approximately $650 million for 
that area. These costs include upgrading salvageable buildings, demolition of 
unsalvageable ones, environmental remediation, improvements to street and utility 
infrastructure, and construction of an open space park area near the water's edge. 

Of the $2 billion in total need, the Port has identified a total of $650 million in funding 
including: Port tenant obligations, the Port's operating budget, revenue bonds, 
development projects. Infrastructure Financing District bonds, and General Obligation 
bonds. While Port staff hope that much of this work can be completed through private 
development, much of it must be completed with other sources of funding in order to 
attract private development interest and funding. The Port has developed policy options 
to address the unfunded portion of its plan including use of grant funds, tax increment 
financing, and potential private development options. 

In November 2008, San Francisco's voters approved Proposition D which provides an 
option for the Board of Supervisors to capture 75% of the payroll and hotel tax 
increment generated by future Pier 70 development to help fund Pier 70's immense 
public infrastructure and improvements. As a precondition to accessing that funding, 
the Port must demonstrate that its lease revenues and property tax increment are 
insufficient to fund all public costs. Proposition D will also facilitate developing Pier 70 
by reducing the entitlement risk associated with the number of discretionary approvals 
the Port's development projects must currently secure. Specifically, Proposition D 
allows the Board of Supervisors to waive the final approval of the Pier 70 lease if it 
approves the Pier 70 development plan and zoning at the outset of the project(s). 
However, each of these options will require significant staff time to develop and 
implement, and each will require support from City's policymakers. 

At this time, the Port's revenue projections are based on the assumption that new 
private development at SWL 337 will result 1) in new lease revenues which will allow 
the Port to issue revenue bonds, as well as 2) an increased value to the property, which 
will allow the Port to issue IFD bonds. These assumptions would provide the Port with 
up to $130 million in bond funds. 

Summary of Changes - Financing Plan 

The primary financing change from the prior year's capital plan is 
Shorenstein/Farallon's withdrawal from the Piers 27-31 development project. 



-2- 



The other significant difference to the Port's capital plan is a more complete list of 
projects Port staff recommend to be funded through Port revenue bond funds, the first 
issuance of which will hopefully take place in late summer or early fall of 2009. On June 
30, 2009 the Port will repay its existing revenue bond debt which will allow the Port to 
issue new revenue bonds for the first time in 25 years. By repaying the Port's existing 
revenue bond, the Port will have $4.5 million annually to leverage for new debt. 
Assuming a 30-year bond at 5.35% interest rate, that $4.5 million will leverage a $60 
million bond. As such, the Port's 10-year Capital Plan programs a $60 million revenue 
bond in FY 2009-10. It is possible that the Port will be able to issue additional revenue 
bonds in a few more years when the economy rebounds and/or the Port's revenues 
sufficiently increase. In case that happens, the Port's 10-year Capital Plan includes $39 
million in Port revenue bonds in FY 201 1-12 for a total of $99 million in Port revenue 
bonds. 

Subject to Port Commission, Mayor, and Board of Supervisors approval. Port staff 
propose to make improvements to the following Port facilities in order of priority with the 
$99 million in Port revenue bond funds: 



Port Revenue Bond Projects' 





Revenue 


Project 


Bond - Base 




Port 




Revenues 


Piers 19 or 23(1) 


$18,000,000 


Backlands Improvements 


8,000,000 


Pier 27 Cruise Terminal 


20,000,000 


Piers 33 and 35 


2,000,000 


Pier 50 


20,000,000 


Wharf J9 


5,000,000 


Pier 19(1) 


9,000,000 


Agriculture Building 


5,000,000 


Fisherman's Wharf Fuel 


1,500,000 


Dock Repairs 




Misc. Utilities 


3,000,000 


Pier 80 & Rail Improvements 


7,500,000 


Total 


$99,000,000 



*Subject to actual debt capacity, Port Commission approval, Mayor approval, and Board of Supervisors 
approval. 

(1) If Pier 23 is selected for repairs and renovations the total of which is $18 million then the Port will repair 
the roof and aprons at Pier 19 estimated to cost $9 million. If Pier 19 is selected to receive the $18 million 
for repairs and renovations, then the combined $27 million allocation ($18 million plus $9 million) will cover 
the majority of repairs required at Pier 19. 



-3- 



The actual revenue bond will depend on the amount of Port revenues available at the 
time of issuance to repay debt, interest rates, and on policies adopted by the Port 
Commission. 

The projects in the table above were prioritized based on whether the project will 

(1) address a public safety issue, (2) generate and/or protect existing revenues for the 

Port, (3) leverage other revenues, and (4) begin in FY 2009-10. 

The proposed revenue bond can also be considered part of the City's economic 
stimulus package. We estimate that delivering these projects will help (1) create almost 
890 jobs through design and construction contracts, (2) prevent lay-offs of City 
employees through using the Department of Public Works for design and/or 
construction management services, (3) generate $1 million in on-going General Fund 
revenues through new uses of under-utilized Port facilities, (4) continue the City's 
efforts to revitalize its waterfront, and (5) generate $6 million in new, annualized lease 
revenues for the Port. 

Conclusion 

The Port's 10-year capital plan continues to evolve since its inception three years ago. 
The Port has used the information that the plan generates to develop and implement 
several legislative and financing strategies to help redevelop the City's waterfront, fulfill 
its public trust mission, and reconnect the City with its waterfront. To that end, we have 
secured two significant pieces of state legislation: one that allows the City to capture tax 
increment from the Port's development projects and the other that lifted the public trust 
designation from some of the Port's seawall lots south of the Bay Bridge. We have also 
been successful in securing San Francisco voters support of $33.5 million in General 
Obligation bonds to build waterfront parks. In addition, San Francisco's voters recently 
approved Proposition D that provides two new tools to develop Pier 70: (1) an option for 
the Board of Supervisors to approve a Pier 70 plan in lieu of individual lease approvals; 
and (2) an optional new financing tool that allows the Port to capture 75% of the payroll 
and hotel tax increment generated by the Pier 70 development to help fund waterfront 
parks, marine terminals, environmental remediation, historic rehabilitation, and utility 
infrastructure. 

In FY 2009-10 the Port will issue its first revenue bond in 25 years that will help repair 
Port facilities improving the safety of the Port as well as enhancing its revenues. 

Port Commission Action 

Port staff seek Port Commission adoption of the Port's 10-Year Capital Plan, FY 2009- 
18 Update. 



Prepared by: Tina Olson, Deputy Director 
Finance and Administration 
and 
Daley Dunham, Principal Administrative Analyst 



PORT COMMISSION 
CITY & COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-09 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



WHEREAS, 



RESOLVED, 



San Francisco's Administrative Code 2.30 - 2.31 requires City 
departments to submit a 10-year capital plan to Mayor Gavin Newsom 
and tiie Board of Supervisors by March 1st each year; and 

in 2006, the Port of San Francisco completed a 10-year Capital Plan 
that assessed the Port's capital needs including a review of 39 pile- 
supported pier structures, 80 substructures including marginal v\/harfs 
connecting the piers, 245 commercial and industrial buildings, over three 
miles of streets and sidewalks, as well as elements of the utility 
infrastructure that supports them; and 

in 2009, the Port has updated its 10-year Capital Plan which identifies 
$2 billion in required repairs and seismic upgrades over the next 10 
years; and 

the Port's 10-year Capital Plan identifies $650 million to fund those 
repairs and seismic upgrades over the next 10 years through the Port's 
tenants, development projects, the Port's annual budget, revenue 
bonds, general obligation bonds and infrastructure financing district 
bonds, leaving $1 .35 billion unfunded in 2019; and 

the Port will update this 10-year capital plan annually to reflect changes 
in the condition of the Port's facilities as well as changes in budget and 
financing assumptions; and, now therefore be it 

that the Port Commission adopts the Port's 10-year Capital Plan; and be 
it further 



RESOLVED, 



that the Port Commission authorizes and directs the Executive Director 
of the Port to submit the Port's 10-year Capital Plan to Mayor Gavin 
Newsom and the Board of Supervisors by March 1 , 2009. 



/ hereby certify that the foregoing resolution was adopted by the San Francisco 
Port Commission at its meeting of February 24, 2009. 



Secretary 



Port of San Francisco 




10- Year Capital Plan 



FY 2009-18 Update 



Table of Contents 

I. Executive Summary 3 

II. Summary of Changes 5 

III. Schedule of Expenses / Needs Assessment 6 

IV. Proposed Funding - Port Maps 8 

V. Unfunded (Deferred) and Emerging Needs 20 

VI. Conclusions 21 
Appendix A - 10 Year Need Summary, By Facility 23 



L Executive Summary 

All of the piers currently in use by the Port or Port tenants were originally constructed 
around 100 years ago. Of those, only nine have been rehabilitated since 1950, including 
AT&T Ballpark, the Ferry Building, Pier 1, Piers IV2, 3 & 5, Pier 27, Pier 39, Pier 45, 
Pier 48, and Pier 80. Most of the buildings atop the Port's piers are 40 to 100 years old, 
making many of them historically significant structures. In recognition of this 
significance, the National Park Service designated the northeast waterfront, from Pier 45 
in the north to Pier 48, as the Embarcadero National Register Historic District. This 
district includes 20 historic piers as well as eight other structures of historic significance. 
The Pier 70 area also includes 35 buildings and many other features recognized to be of 
historical significance. The Port is in conversation with the National Park Service 
regarding the designation of a portion of the Pier 70 area as a National Register Historic 
District. 

The southern approach to the Illinois Street Bridge was completed in the spring of 2008. 
The bridge provides added rail access to allow the Port to better market cargo facilities at 
Pier 80 to prospective clients. Additionally, construction of the Rincon Restaurants, 
located south of Rincon Park near Pier 22V2, was completed in January 2008. Finally, the 
Port completed the Public Boat Ramp project at Pier 52 in June 2008. 

The FY 2009-18 update of the Port's 10-year capital plan identifies a total need of 
approximately $2 billion, primarily for deferred maintenance and seismic upgrade work 
required on Port facilities (see chart at right). This is approximately $140 million greater 
than the approximately $1.86 billion identified in the Port's FY 2008-09 update. This 
increase is primarily the result of the 6% annual cost escalation used by the City and 
County of San Francisco (CCSF), which has been incorporated into this plan. 

The City Charter requires all Departments of CCSF to generate a 10- year Capital Plan 
and update it annually. The City's capital planning program collates the submission of 
all departments annually into the City's Capital Plan. As required by City law, the Port 
submitted a draft FY 2009-18 Capital Plan update to the City in December of 2008. This 
report is a more detailed version of that submission. 

A summary of the changes over the last year is as follows: 

Changes in Dollars 

FY 08- 1 7 Total $ 1 ,865,000,000 

6% Cost Escalation 1 1 2,000,000 

Revised / Updated Cost Estimates 30.000,000 

$2,007,000,000 

Of the $2 billion in total need, the Port has identified a total of $650 million in funding 
including: Port tenant obligations, the Port's annual operating budget, revenue bonds, 
development projects. Infrastructure Financing District bonds, and General Obligation 
bonds. The largest element of the Port's Plan is the rehabilitation and redevelopment of 



the heavily blighted Pier 70 area, with an estimated need of approximately $650 million 
for that area. These costs include upgrading salvageable buildings, demolition of 
unsalvageable ones, environmental remediation, improvements to street and utility 
infrastructure, and construction of an open space park area near the water's edge. While 
Port staff hope that much of this work can be completed through private development, 
much of it must be completed with other sources of funding in order to attract private 
development interest and funding. 

The Port has developed policy options to address the unfunded portion of its plan 
including use of grant funds, tax increment financing and potential private development 
options. In November 2008, San Francisco's voters approved Proposition D which 
provides an option for the Board of Supervisors to capture 75% of the payroll and hotel 
tax increment generated by future Pier 70 development to help fund Pier 70' s immense 
public infrastructure and improvements. As a precondition to accessing that funding, the 
Port must demonstrate that its lease revenues and property tax increment are insufficient 
to fund all public costs. Proposition D will also facilitate developing Pier 70 by reducing 
the entitlement risk associated with the number of discretionary approvals the Port's 
development projects must currently secure. Specifically, Proposition D allows the Board 
of Supervisors to waive the final approval of the Pier 70 lease if it approves the Pier 70 
development plan and zoning at the outset of the project(s). However, each of these 
options will require significant staff time to develop and implement, and each will require 
support from City's policymakers. 

At this time, the Port's revenue projections are based on the assumption that new private 
development at SWL 337 will result 1) in new lease revenues which will allow the Port to 
issue revenue bonds, as well as 2) an increased value to the property, which will allow the 
Port to issue IFD bonds. These assumptions would provide the Port with up to $130 
million in bond funds. 

In conclusion, the Port's newfound ability to utilize the public resources of Infrastructure 
Finance Districts and other tax increment financing facilitated by Proposition D, a SWL 
337 disencumbered by SB 815 from public-trust restrictions, and inclusion in a City 
General Obligation Bond constitutes a beginning to a more financially sound and 
sustainable Port of San Francisco. 



IL Summary of Changes 

A summary of the changes over the last year is as follows: 

Changes in Dollars 

FY 08- 1 7 Total $ 1 ,865,000,000 

6% Cost Escalation 1 12,000,000 

Revised / Updated Cost Estimates 30,000,000 

$2,007,000,000 

Broken down by Port region, capital need increased across the Port as follows: 



Port Region 


2008 Total 


2009 Total 

$134,827 


Difference 

$7,353 


Increase 


China Basin ...™„-^ 


$127,474 


5.77% 


Ferry Building 


82,437 


90,827 


8,390 


10.18% 


Fishermans Wharf HI 


HB 104.718 


107,810 


3,092 


2.95% 


Northeast Waterfront 


363,562 


391,914 


28,352 


7.80% 


.Portwide 


284,960 


323,658 


38,698 


13.58% 


Southbeach 


292,709 


310,296 


17,587 


6.01 % 


Southern Waterfront 


iHHK 610.111 


647.990 


37.879 


6.21% 




$1,865,971 


$2,007,322 


$141,351 


7.58% 



As of last year, the Port has been treating piers and wharves collectively as infrastructure. 
The treatment of these structures then, as a group, is similar to how a city would treat a 
system of utility mains. Instead of maintaining each piece of the system individually, an 
amount of funding is programmed each year to repair or replace elements that become 
damaged by external events, as well as elements that become the weakest part of the 
overall system. This is in part because infrastructure elements, unlike building 
subsystems (electrical systems, HVAC systems) are not mechanical in nature, and thus 
have a much longer lifespan. In addition, because of these long life spans, differential 
wear-and-tear of the Port's substructure elements is difficult to predict. 

As the Port was not able to commit any capital funds to pier and wharf substructure 
renewal over the past year, the schedule this year reflects the 2008 investment amount, 
$21.6 million, as part of the 2009 backlog. Until such time as the Port is in a position to 
commit funding to this line item, that backlog will continue to grow in successive years. 
This movement of foregone capital expenditure into backlog is reflected in the increase 
of 13.58% in the "Portwide" line item above. 



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Just over $1 billion, or approximately 50% of the overall need identified in the Port's 10- 
year capital plan, addresses renewal and repair of existing facilities or deferred 
maintenance. Of the $650 million that the Port proposes to fund in the 10-year capital 
plan, approximately $333 million are allocated to renewal projects. 

Much of this consists of funds to address the Port's facility-specific backlog, largely non- 
seismic substructure pier and building repairs. Also included are street resurfacing and 
sewer repair projects. Some of these repairs will be funded by Port tenants as required in 
their leases. Other repairs will be covered by the Port through its annual operating budget. 
Some of the balance will be covered by development projects and Port revenue bonds, 
discussed in detail in the subsequent Enhancement Program sections. 

The Port wide Annual Programs that are funded in the Port's annual capital budgets 
include (1) dredging of the bay floor along the waterfront, which maintains the depth of 
the berths at the Port's piers so that they remain suitable for water traffic, (2) facility 
condition surveys, which allow the Port to evaluate the state of the Port's structures on a 
continuous basis and in an organized manner, and (3) emergency facility repair, a set- 
aside of funds for unforeseen situations, available for the most pressing capital needs in 
subsequent years if the programmed year remains emergency-free. 

The Port funds various open space improvements or mandated mitigations (such as the 
Brannan Street Wharf at Pier 36) under the Special Area Plan Open Space program as 
funding opportunities become available. The Port proposes to fund part of these projects 
with land sale proceeds. Port operating revenues, and General Obligation bond funds. 

Because of the sheer magnitude of the Port's remaining Annual Program, the PierAVharf 
Substructure Reinvestment program, for the moment, receives little, if any, funding. The 
Port should reinvest back into the Port's pier substructures 0.75% of the value of those 
substructures, each year'. Unfortunately, because of the cost to do so, the Port has been 
unable to make the necessary investments to maintain the Port's substructures in good 
repair. 

For a detailed breakdown of costs in the schedule above, see Appendix A to this report. 
A further breakdown of projects within each building is available upon request. 

It is important to note that, as with prior reports and in keeping with capital planning 
convention, the backlog costs have been estimated in 2009 dollars, and are not escalated 
to the anticipated project date. 



' The level of need is calculated based on the cyclical replacement of portions of pier substructures, baseil on construction type 
and exposure to tidal action. For example. Port engineers estimate that the Port should rehabilitate I yi ol the Port's pre- l')2t)'s 
era concrete piers every 20 years. 



IV. Proposed Funding 

Port staff proposes —and the Port Commission will eventually make decisions regarding— 
a total investment of $650 million in the ten-year capital plan. These investments consist 
of $164 million in Port Revenue Bonds, $205 million in Infrastructure Finance District 
(IFD) Bonds, $29.6 million in General Obligation Bonds, funds from the Port's operating 
budget, and private funds from Port tenant obligations and proposed development 
partners. These sources will fund improvements, including many seismic upgrades, to the 
following Port facilities: the Agriculture Building; Piers 15 & 17, where the 
Exploratorium is planning to relocate, pending major renovation; Piers 19 and 23; Piers 
9, 33 & 35; Pier 27, which will house the Port's cruise terminal; rail and tunnel 
improvements; Pier 50, home to the Port's Maintenance Division; Pier 70; Pier 80, the 
Port's primary cargo facility; the seawall and Backlands area at Piers 90-96; and various 
open space improvements along the waterfront. The proposed $650 milhon in funding 
over the next ten years is $154 million less than the $804 million proposed in the Port's 
FY 2008-09 10- year Capital Plan. The $154 million difference is due to the developer 
withdrawing from the Piers 27-31 project thus leaving the repair and seismic upgrade 
work unfunded for Piers 29 and 3 1 . As noted above and discussed in more detail below, 
the Port intends to repair and upgrade Pier 27 to reuse it as the Port's primary cruise 
terminal. 

Port Revenue Bond Projects 

The Port anticipates issuing up to $164 million in revenue bonds by FY 2018-19. 
Structures were selected by Port staff for Revenue Bond funding based on whether or not 
the facility ( 1) is currently profitable, (2) has the potential to be more profitable, because 
it is under-utilized, (3) has potential to be more profitable, because it has a lease set to 
expire in the next 10-years, allowing the Port to improve the property and increase rents 
once the property is ready to be re-leased, or (4) is critical to supporting the Port's 
operations. The $99 million in projects to be funded under Base Port Revenues reflects an 
optimal level of revenue bond financing. The actual revenue bond will depend on the 
amount of Port revenues available at the time of issuance to repay the debt, interest rates, 
and on policies adopted by the Port Commission. 

Based on these criteria, subject to approval of policy makers, Port staff propose to make 
improvements to the following Port facilities with Port revenue bond funds: 



Port Revenue Bond Projects^ 







Bond- 








Additional 






Bond - Base 


SWL337 Lease 


Total Revenue 


Project 


Port Revenues 


Revenues 


Bond Funding 


Agriculture Building 


$5,000,000 


- 


$5,000,000 


Pier 9 


- 


$21,420,000 


21,420,000 


Piers 19-23 


27,000,000 


18,580,000 


45,580,000 


Pier 27 Cruise Terminal 


20,000,000 




20,000.000 


Piers 33 and 35 


2,000,000 


25,000,000 


27,000,000 



Pier 50 


20,000,000 


- 


20,000,000 


Pier 80 & Rail Improvements 


7,500,000 


- 


7,500,000 


Pier 90-96 Seawall & 


8,000,000 


- 


8,000,000 


Backlands Improvements 








Wharf J9 


5,000,000 


- 


5,000,000 


Fisherman's Wharf Fuel Dock 


1,500,000 




1,500,000 


Repairs 








Misc. Utilities 


3,000,000 


- 


3,000,000 


Total 


$99,000,000 


$65,000,000 


$164,000,000 



*Subject to actual debt capacity, as well as Port Commission, Mayor and Board of Supervisors approval. 
Project Descriptions: 



• 



• 



Agriculture Building: Located in the Ferry Building Area of the Port, the brick 
building south of the Ferry Building is currently leased through short-term leases 
for office space and Amtrak's San Francisco ticketing office. The Port is 
developing a plan to determine possible new uses for the Agriculture Building, as 
well as costs to renovate the facility to accommodate the new uses. The Port 
proposes to allocate $5 million in revenue bonds to help cover repairs and seismic 
upgrades. 

Northeast Waterfront Piers - Piers 9, 33 and 35: In 2007, the State legislature 
adopted legislation (SB 815) that allows for more varied development on some of 
the Port's seawall lots, and allows the Port to enter into lease terms of up to 75 
years (the prior maximum had been 66 years). The legislation also restricts the use 
of new revenue growth generated by seawall lot leases to 1) repair and seismic 
upgrades of historic facilities and 2) construction of open spaces required by the 
Special Area Plan. Seawall Lot 337 is the first development affected by the new 
legislation. The additional annual income associated with SWL 337 development 
will help the Port to leverage up to, roughly, $65 million in revenue bonds. Piers 
9, 33 and 35 will be the recipient of some of these Revenue Bond funds (Piers 19- 
23 to receive the balance), which will go toward seismic upgrades and long- 
deferred repairs. 

Pier 27 Cruise Terminal Project - On September 27, 2007, the Port Commission 
accepted the Cruise Terminal Advisory Panel's recommendation to re-locate the 
Port's primary cruise terminal from Pier 35 to Pier 27 because it is the most cost- 
effective location. The Port currently has $19.3 million available to make the 
necessary improvements at Pier 27 to accommodate a cruise terminal which is 
substantially less than the estimated $60 million project cost estimate. The Port 
proposes to allocate $20 million in Port revenue bond proceeds to help cover the 
shortfall for a total of $39.3 million available for the cruise terminal project. The 
Port is also undergoing an engineering evaluation to evaluate project cost 
alternatives and phasing opportunities based on detailed design and engineering 
plans. Finally, the Port is studying the possibility of using the cruise terminal as 



event space during non-cruise days to generate revenues that could be used to 
help cover funding shortfalls. 

Piers 19 and 23: These piers are located near one another in the northern 
waterfront. They require repairs and seismic upgrades and are currently without 
any long-term leases. The Port will allocate revenue bonds to the piers to attract 
tenants willing to make tenant improvements in return for 10-year leasing for non- 
public tRist uses and longer leases for public trust uses. The Port proposes to 
allocate a total of approximately $45.6 million in revenue bond funds toward 
improving these facilities with the end-goal of generating increased lease 
revenues. 

Pier 50: Located in China Basin, on Terry Francois Blvd south of AT&T 
Ballpark, Pier 50 houses the Port's maintenance facility. The estimated need over 
the next 10 years totals $50 million; the Port proposes to allocate $20 million in 
revenue bond funds to seismically upgrade and repair the areas of the pier's 
substructure in the worse condition. 

Pier 80 and Rail Improvements: located in the southern waterfront near Cesar 
Chavez Street, Pier 80 is the Port's cargo facility, which is presently focused on 
bulk and break-bulk cargo operations. It is currently under-utilized. The cost of 
needed repairs could be covered by increased revenues if the Port is better able to 
market this facility. As noted earlier, the Port recently constructed the Illinois 
Street Bridge, which will improve freight rail access to Pier 80, improving the 
marketability of the facility to prospective clients. The complete cost of repairs 
and seismic work to Pier 80 as well as the industrial buildings at Pier 80 is 
estimated at $105 million; the Port proposes to allocate $7.5 million in revenue 
bond funds to cover some repairs to the pier and rail improvements required to 
improve cargo operations. 

Wharf J9 Repairs: The Port needs to replace the Wharf J-9 seawall that is 
required to continue use of the adjoining leased facilities for which the Port 
proposes to allocate $5 million in revenue bonds. 



General Obligation Bond Projects 

In February 2008 San Francisco voters approved a $185 million General Obligation bond 
for park and open space improvements, of which $33.5 million has been allocated to fund 
or partially fund Port open space improvements across the Port's waterfront. Port projects 
include: a promenade at Pier AWi in Fisherman's Wharf; the Brannan Street Wharf Park 
in Southbeach; Bayfront Park in the Port's China Basin region; and, in the Port's 
Southern Waterfront, Crane Cove Park, Warm Water Cove Park, Islais Creek, and an 
entrance to Heron's Head Park. In FY 2008-09, using $3.1 million of the first bond 
issuance the Port initiated planning and design efforts for these projects. The 10-year 



10 



• 



Capital Plan includes the balance of $29.6 million to complete design efforts and to fully 
construct these projects. 



Total G.O. Bond Park Funding Allocated to Port Projects 




Port Area 


. ProDosed Park 


Project 


G.O. Bond 
Funding 


Fisherman's Wharf 


Pier 431/2 Park 


Pier 431/2 


$9,000,000 


Southbeach 


Brannon Street Wharf Park 


Brannon St. Wharf 


3,000,000 


China Basin 


Bayfront Park 


Blue Greenway 
Project 


21,000,000 


Southern 
Waterfront 


Crane Cove Park 


Warm Water Cove Park 


Islais Creek 


Heron's Head Park Entrance 






Total: 


$33,500,000 



Development Projects 

The Port's development projects are public-private partnership projects in which a 
developer enters into a lease of up to 66 years with the Port for property, secures 
financing and is responsible for project delivery. The Port expects the Pier 15-17 
development project to begin construction in the next five years. As previously noted, 
cost estimates included in this Plan include only repair and replacement costs and seismic 
upgrades the Port would need to conduct in order to continue operating these facilities for 
current uses. The description below includes enhancements The Exploratorium is making 
to facilities to change their use; these changes go beyond the repairs, replacements, and 
seismic upgrades identified in the Port's 10- year capital plan, and so their costs are not 
included below: 

• Piers 15-17: The Port entered into an Exclusive Negotiating Agreement (EN A) 
with the Exploratorium to renovate Piers 15-17 and relocate the Exploratorium 
museum there from its current location at the Palace of Fine Arts. During the past 
several years, the museum has been looking for a new home to accommodate its 
expanding needs. The Exploratorium proposes to lease Pier 15 under a long-term 
lease and develop it for museum and ancillary uses, with the idea of expanding 
into Pier 17 in later years. Piers 15 and 17 are located in the Northeast Waterfront 
on The Embarcadero at Green Street. The Port's lO-year capital plan estimates the 
cost of the rehabilitation and seismic upgrade of Piers 15 and 17 to be 
approximately $65 million. 



Port Infrastructure Financing District (IFD) 

The State recently adopted legislation that allows the City to create an Infrastructure 
Financing District (IFD) within the Port's jurisdiction. This alternative method of 
collecting property tax increment is a useful financing tool for the Port. The Port 



anticipates having a total of $205 million in IFD Bond funds available for a variety of 
projects, including Pier 70 improvements and other southern waterfront improvements. 
While some IFD Bond funding will be used by the Port for independent rehabilitation of 
facilities, other IFD Bond funds will be used as the Port's investment in larger public- 
private developments. Port staff have identified the Agriculture Building, and Piers 33 
and 35 as candidates for IFD Bond funding. 



Infrastructure Finance District Bond Projects* 










Additional 








SWL337 Tax 






Tax Increment 


Increment IFD 


Total IFD 


Proiect 


IFD Bond 


Bond 


Bond Funding 


Pier 70 - Infrastructure 


40,000,000 


- 


40,000,000 


Pier 70 - Environmental 


30,000,000 


- 


30,000,000 


Pier 70 - Open Space 


20,000,000 


- 


20,000,000 


Pier 70 - Piers and Wharves 


50,000,000 


- 


50,000,000 


Pier 70 - UIW Building 


- 


$45,000,000 


45,000,000 


Islais Creek 


- 


4,000,000 


4,000,000 


Blue Greenway 


- 


16,000,000 


16,000,000 


Total 


$140,000,000 


$65,000,000 


$205,000,000 



*Subject to actual debt capacity, as well as Port Commission. Mayor and Board of Supervisors approval. 

Pier 70 Improvements (Southern Waterfront): The Capital Plan identifies a total of 
approximately $525 million related to the Pier 70 complex including: environmental 
remediation, constructing and reconstructing streets, sidewalks, street lighting, and sewer 
and water system, open space development, historic building preservation and reuse of a 
portion of the site, principally along the main 20th Street stretching to the waterfront. 
Long a ship-building and ship-repair site, Pier 70 now houses the most important 
collection of historic industrial buildings west of The Mississippi. Unfortunately, owing 
to age, type of construction, deterioration, lack of code compliance and absence of site 
utilities and other infrastructure, most of the 35 buildings on the site are not used; only a 
few are leased. 

The Port is creating a master plan that includes: 1) a survey of the historic resources and 
development of preservation options, and 2) an economic and planning feasibility 
analysis with development options for Pier 70. We expect to complete this master plan by 
Spring 2009 and to issue a development RFP for Pier 70 in the Summer 2009. 

The project envisions bringing most, but not all, of the historic buildings and artifacts 
(fences, cranes) up to current code, repairing or replacing all building utilities and 
building systems, but not adding new square footage. Work would be done to meet the 
standards of the U.S. Secretary of the Department of Interior in keeping with the 
buildings' eligibility for the National Register of Historic Places. 

The Port's 10-year capital plan programs $140 million in IFD Bond funds to cover Pier 
70 campus infrastructure costs, which consist of $40 million to construct streets, sewers, 



12 



water mains, sidewalks, and street lighting, approximately $30 million to conduct 
environmental clean-up, $20 million to make needed open space improvements, and $50 
million to repair and upgrade wharves and piers. The Port should be better able to 
redevelop Pier 70 to viable reuses if it can invest public funds in the project. 

The Port is anticipating programming an additional $45 million in IFD bond funding 
from the tax increment generated by Seawall Lot (SWL) 337 to restore Pier 70' s flagship 
structure, the Union Iron Works Building, for a future public use. As previously noted, 
the Port recently received a proposal to develop SWL 337 as a mixed use development 
that will allow the Port to issue IFD bonds at some point in the future. 



13 



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V. Unfunded (Deferred) and Emerging Needs 

The Port's proposed ten-year capital plan defers a total of $1.2 billion in needs. The most 
significant deferred projects include the following Port facilities: 

Unfunded Projects 



Unfunded Portion 
to Repair & 
Seismically 
Region Port Facility Upgrade 


Northeast 
Waterfront 


Pier 31, office and warehouse space, pier substructure 


$22,500,000 


South 
Beach 


Pier 26, office and warehouse space, pier substructure 


46,300,000 


Pier 28, office and warehouse space, pier substructure 


31,000,000 


Pier 38, maritime recreation facility near South Beach 
Harbor 


46,900,000 


China 
Basin 


Pier 50, Shed D, the Port's Maintenance Facility, pier 
substructure 


17,200,000 


Pier 54, office and warehouse space, pier substructure 


38,400,000 


Southern 
Waterfront 


Pier 70 Campus, contains a vast array of historic 
structures 


297,000,000 


Pier 80 Cargo Facility 


69,700,000 



Funding Options for Deferred Projects 

(a) Grant Funds - The Port may be able to secure grant funding for its open space 
and transportation projects. 

(b) Public/Private Partnerships - The Port believes Pier 33, Pier 35, Pier 26, and 
Pier 70 are good candidates for future development projects. However, it has not 
issued RFPs nor has it secured approvals from various state agencies such as the 
State Lands Commission and San Francisco Bay Conservation and Development 
Commission (BCDC) for project scopes. Thus, while the Port has identified these 
facilities as potential development projects, it is premature to conclude that they 
will be repaired and upgraded by a developer. 

(c) No Identified Funding Options - If the Port is unable to identify a funding source 
or a developer to repair and seismically upgrade these facilities, it will eventually 
need to close the facilities and demolish them (if it can secure funds for 
demolition) or allow them to deteriorate and fall into the bay. 



20 



VI. Conclusions 

The Port's first 10- Year Capital Plan, issued in the spring of 2006, demonstrated the 
magnitude of the Port's financial challenges and that dramatic, new strategies will be 
required to allow the Port to fulfill its maritime and land use missions. 

Since that time, it has become increasingly clear that the major source of funding to 
reconnect the City with its waterfront envisioned by the Waterfront Land Use Plan - 
private equity - is insufficient to the task. Without new public sources of funding, 
private sector investment alone in the Port will not succeed in revitalizing the Port and its 
historic structures. 

However, since 2006, Port staff and the Port Commission, with support of Mayor Gavin 
Newsom and the Board of Supervisors, have been laying the groundwork for an enhanced 
approach to financing waterfront improvements. 

In 2005, the Port won passage of SB 1085, permitting the establishment of Infrastructure 
Financing Districts on Port property, allowing the capture of future property tax 
increment. And in 2007, the Port won passage of SB 815, lifting "public trust" use 
restrictions on four of the Port's seawall lots (337, 328, 330, and 347S), the largest of 
which - Lot A, SWL 337, in Mission Bay - is approximately 14 acres. 

Development of a portion of SWL 337 free of public trust use restrictions promises to 
yield the most significant increase in rental income and capital investment the Port has 
seen in many years. SB 815 requires that net proceeds from leasing at this site be spent 
on preservation of historic resources on Port property or waterfront open space pursuant 
to the San Francisco Bay Conservation and Development Commission (BCDC) Special 
Area Plan for the San Francisco Waterfront. 

The combination of these tools (SB 1085 and SB 815) will allow the Port to leverage 
development of SWL 337 into improvements throughout the waterfront. Consensus 
regarding the final development plan for SWL 337 and an expenditure plan for a 
Southern Waterfront Infrastructure Financing District (including SWL 337) will yield 
these improvements by 2021-22. 

In an historic, first time ever contribution of public tax dollars to the Port, Proposition A 
on the February 2008 San Francisco Ballot was approved by a margin of 7 1 .66% (Yes) to 
28.34% (No). As a result, $33.5 million in waterfront open space projects -projects that 
serve the public good- will be moving forward. 

Finally, in November 2008, the City's voters approved Proposition D that provides two 
new tools to develop Pier 70: ( 1 ) an option for the Board of Supervisors to approve a Pier 
70 plan in lieu of individual lease approvals; and (2) an optional new financing tool that 
allows the Port to capture 75% of the payroll and hotel tax increment generated by the 
Pier 70 development to help fund waterfront parks, marine terminals, environmental 
remediation, historic rehabilitation, and utility infrastructure. 



21 



In 2006, the Port's Capital Plan seemed like (at best) a decades-long partial solution to a 
waterfront problem that developed over decades or (at worst) an exercise in futility. It 
now appears that the Port is poised to pursue dramatic new open space improvements and 
new strategies to preserve historic piers and buildings over the next ten years. 

There are still issues to be addressed in the Pier 70 area and other areas within the City's 
waterfront. However, the Port's newfound ability to utilize these new public resources 
constitutes a beginning to a more financially sound and sustainable Port of San Francisco. 

However, further changes to law and the Port's financing strategy are required: the City 
and the Port need to fully develop plans for financing a new Cruise Terminal. The State 
of California can further contribute to its interests through allocating some or all of its 
share of possessory tax increment associated with developing Port property, as defined by 
the public trust and the BCDC Special Area Plan, along the San Francisco waterfront. 
The federal government, likewise, has an interest in removing threats to navigation posed 
by rotting Port facilities near navigation channels. 

The Port needs the continued support of the City's elected family to enact some of the 
financing strategies described in the Port's 10-yearCapital Plan. While these changes 
may be difficult to achieve. Port staff are energized to pursue these and other solutions 
that will eliminate waterfront blight and create a 21^^ century waterfront. 



22 



APPENDIX A - 10 YEAR NEED SUMMARY, 


BY FACILITY (In Thousands) 








FacID 


Building Name 




Building 


Backlog 


10 Year 


Code& 


Total 


No. 






Type 




Renewals 


Safety 




5470H 


Blue Shed BIdg (Wharf J-11) 




Simple 


$71 


$0 


$1 ,350 


$1,421 


1840 


Copra Crane 




Basic 


$748 


$0 


$0 


$748 


1001 


Downtown Ferry Terminal 




Basic 


$621 


$0 


$33,076 


$33,697 


0000 


Equipment 




Basic 


$0 


$0 


$8,721 


$8,721 


2740 


Fac. 200 - World Trade Club Restaurant 




Basic 


$277 


$1,627 


$722 


$2,626 


2000 


Fac. 2000 - Ferry Plaza 




Piers 


$518 


$319 


$3,692 


$4,529 


2750 


Fac. 274-175 - Ferry Building Clock Tower 




Basic 


$0 


$308 


$294 


$602 


2750 


Fac. 274-275 Ferry Building 




Basic 


$0 


$7,515 


$7,173 


$14,688 


2780 


Fac. 278 Agriculture BIdg Substructure 




Piers 


$4,635 


$0 


$2,541 


$7,176 


2780 


Fac. 278 Agriculture Building 




Basic 


$2,515 


$654 


$533 


$3,702 


2750 


Ferry Building; Fac. 274 - 275 




Piers 


$0 


$0 


$0 


$0 


6020 


Freight Yard - Intermodal Container Transfe 


r Facility 


Street 


$3,273 


$0 


$26,275 


$29,548 


4000 


Harbor Office at Hyde Street 




Small 


$0 


$0 


$492 


$492 


1980 


Herons Head Park 




Basic 


$164 


$0 


$185 


$349 


2500 


Hyde Street Pier 




Piers 


$0 


$0 


$0 


$0 


2500 


Hyde Street Pier - Storage Buildings (3) 




Small 
Port 
Wide 


$0 


$0 


$0 


$0 


000 


Leased Piers 




$0 


$38,160 


$0 


$38,160 


1010 


Pier 1 




Piers 


$0 


$72 


$0 


$72 


1010 


Pier 1 - Office Building 




Basic 


$0 


$2,304 


$0 


$2,304 


1015 


Pier 1 1/2 




Piers 


$0 


$0 


$0 


$0 


1015 


Pier 1 1/2 - Bulkhead/Shed Building 




Basic 


$0 


$0 


$0 


$0 


1005 


Pier 1/2 




Piers 


$715 


$0 


$1,980 


$2,695 


1140 


Pier 14 (Public Pier) 




Piers 


$0 


$0 


$0 


$0 


1150 


Pier 15 




Piers 


$14,508 


$116 


$13,573 


$28,197 


1150 


Pier 15 - Bulkhead/Shed Building (contains 1 


railer 


Simple 


$2,309 


$911 


$3,351 


$6,572 


1155 


Pier 15/17 - Office on Marginal Wharf 




Small 


$0 


$0 


$0 


$0 


1155 


Pier 15/17 Valley - demolition 




Piers 


$7,791 


$0 


$0 


$7,791 


1170 


Pier 17 




Piers 


$7,027 


$86 


$9,293 


$16,406 


1170 


Pier 17- Shed Building 




Simple 


$2,533 


$704 


$2,812 


$6,049 


1175 


Pier 17 1/2 




Piers 


$1,269 


$0 


$417 


$1,686 


1190 


Pier 19 




Piers 


$7,762 


$0 


$8,349 


$16,111 


1190 


Pier 19 - Bulkhead/Shed Building 




Simple 


$1,491 


$377 


$2,356 


$4,223 


1195 


Pier 19 1/2 




Piers 


$4,549 


$0 


$2,493 


$7,042 


1195 


Pier 19 1/2 -Bulkhead/Shed 




Simple 


$454 


$316 


$1,054 


$1,824 


1020 


Pier 2 




Piers 


$3,787 


$0 


$1,807 


$5,594 


2770 


Pier 2 - Sinbads 




Basic 


$112 


$581 


$153 


$845 


1225 


Pier 22 1/2 




Piers 


$2,030 


$7 


$879 


$2,917 


1225 


Pier 22 1/2 -Fire Station 




Basic 


$442 


$157 


$120 


$719 


1225 


Pier 22 1/2 - Maintenance / Recreation 




Small 


$0 


$0 


$0 


$0 


1230 


Pier 23 




Piers 


$5,404 


$0 


$8,889 


$14,293 


1230 


Pier 23 - Bulkhead/Shed Building 




Simple 


$1,187 


$605 


$2,417 


$4,209 


1235 


Pier 23 1/2 




Piers 


$2,509 


$0 


$412 


$2,921 


1235 


Pier 23 1/2 Pier 23 Cafe 




Small 


$0 


$0 


$0 


$0 


1245 


Pier 24 1/2 




Piers 


$3,862 


$0 


$3,027 


$6,889 


1245 


Pier 24 1/2 -Bulkhead/Shed Building 




Simple 


$541 


$0 


$673 


$1,214 


1260 


Pier 26 




Piers 


$13,204 


$0 


$30,143 


$43,347 



23 



APPENDIX A - 


10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 






FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code& 
Safety 


Total 



1260 


Pier 26 - Bulkhead/Shed 


Simple 


$1,113 


$1,525 


$3,096 


$5,734 


1265 


Pier 26 1/2 


Piers 


$2,910 


$0 


$2,346 


$5,256 


1265 


Pier 26.5 -Bulkhead 


Basic 


$1,064 


$1,158 


$656 


$2,878 


1270 


Pier 27 


Piers 


$443 


$382 


$38,950 


$39,776 


1270 


Pier 27 - Office Annex 


Small 


$536 


$0 


$0 


$536 


2275 


Pier 27 - Office/Admin Building 


Basic 


$652 


$208 


$294 


$1,153 


1270 


Pier 27 Shed Building 


Simple 


$2,262 


$2,626 


$2,449 


$7,337 


1280 


Pier 28 


Piers 


$8,481 


$0 


$20,363 


$28,844 


1280 


Pier 28 - Bulkhead/Shed Building 


Simple 


$1,825 


$307 


$1,853 


$3,985 


1285 


Pier 28 1/2 


Piers 


$578 


$0 


$317 


$895 


1285 


Pier 28 1/2 - Hidive Restaurant 


Small 


$0 


$197 


$0 


$197 


1290 


Pier 29 


Piers 


$15,512 


$0 


$16,173 


$31,685 


1290 


Pier 29 - *Bulkhead/Shed Building 


Simple 


$3,782 


$374 


$3,732 


$7,887 


1295 


Pier 29 1/2 


Piers 


$0 


$0 


$0 


$0 


1295 


Pier 29 1/2 - Bulkhead Building 


Simple 


$1,140 


$127 


$1,265 


$2,532 


1030 


Pier 3 


Piers 


$6,931 


$0 


$5,362 


$12,293 


1030 


Pier 3 - Bulkhead/Shed Building 


Basic 


$0 


$0 


$0 


$0 


1320 


Pier 30 and 32 


Piers 


$22,060 


$309 


$55,839 


$78,208 


1310 


Pier 31 


Piers 


$10,001 


$0 


$14,236 


$24,237 


1310 


Pier 31 - Bulkhead/Shed Building 


Simple 


$2,514 


$999 


$2,290 


$5,803 


1315 


Pier 31 1/2 


Piers 


$3,135 


$0 


$2,578 


$5,713 


1325 


Pier 32 1/2 Marginal Wharf (Brannon St) 


Piers 


$0 


$0 


$24,385 


$24,385 


1330 


Pier 33 


Piers 


$5,562 


$0 


$9,271 


$14,833 


1330 


Pier 33 - Bulkhead/Shed Building 


Simple 


$2,425 


$1 ,363 


$2,142 


$5,930 


1335 


Pier 33 1/2 


Piers 


$0 


$0 


$405 


$405 


1335 


Pier 33 1/2 - Bulkhead Building 


Basic 


$1,033 


$544 


$395 


$1,973 


1345 


Pier 34 1/2 Marginal Wharf 


Piers 


$0 


$0 


$0 


$0 


1350 


Pier 35 - Bulkhead/Shed Building 


Basic 


$3,397 


$13,420 


$4,393 


$21,210 


1355 


Pier 35 1/2 


Piers 


$0 


$0 


$4,418 


$4,418 


1350 


Pier 35 Cruise Terminal 


Piers 


$12,927 


$119 


$15,297 


$28,343 


1360 


Pier 36 (to be demolished) 


Piers 


$119 


$0 


$0 


$119 


1360 


Pier 36 - Bulkhead Building/Shed 


Simple 


$838 


$87 


$866 


$1,791 


1380 


Pier 38 


Piers 


$30,754 


$0 


$13,847 


$44,601 


1380 


Pier 38 - Bulkhead/Shed Building 


Simple 


$268 


$2,009 


$2,673 


$4,949 


1385 


Pier 38 1/2 


Piers 


$537 


$0 


$441 


$978 


1390 


Pier 39 


Piers 


$0 


$0 


$0 


$0 


1390 


Pier 39 - Retail Shops 


Basic 


$3,546 


$10,462 


$6,296 


$20,304 


1390 


Pier 39 - Undenwater World 


Basic 


$0 


$430 


$0 


$430 


1395 


Pier 39 1/2 Marginal Wharf 


Piers 


$0 


$0 


$0 


$0 


1400 


Pier 40 


Piers 


$18,053 


$0 


$8,903 


$26,956 


1400 


Pier 40 - Shed Building 


Simple 


$229 


$152 


$1,106 


$1,488 


1405 


Pier 40 1/2 (S Beach Harbor Wharf) 


Piers 


$2,370 


$0 


$390 


$2,760 


1405 


Pier 40 1/2 -Java House 


Small 


$0 


$0 


$0 


$0 


1400 


Pier 40 Restaurant & Robert Steck Chandelry 


Basic 


$0 


$226 


$193 


$419 


1410 


Pier 41 


Piers 


$0 


$0 


$2,761 


$2,761 


1415 


Pier 41 1/2 


Piers 


$0 


$0 


$0 


$0 


1415 


Pier 41 1/2 - Blue&Gold BIdg. 


Basic 


$0 


$437 


$356 


$793 



24 



APPENDIX A - 


10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 






FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code& 
Safety 


Total 



1430 


Pier 43 


Piers 


$96 


$0 


$259 


$355 


1430 


Pier 43 - Arch 


Small 


$0 


$226 


$0 


$226 


1435 


Pier 43 1/2 


Piers 


$1,873 


$0 


$13,323 


$15,196 


1435 


Pier 43 1/2 - Franciscan Restaurant 


Basic 


$194 


$699 


$344 


$1,237 


1435 


Pier 43 1/2 - Red & White Tours 


Small 


$0 


$0 


$0 


$0 


1435 


Pier 43 1/2 - Taits/Patio Sandwhich Shop 


Small 


$48 


$0 


$0 


$48 


1450 


Pier 45 


Piers 


$1,227 


$1,096 


$148 


$2,471 


1450 


Pier 45 - Shed A 


Simple 


$458 


$1,207 


$2,237 


$3,902 


1450 


Pier 45 - Shed B 


Simple 


$461 


$1,213 


$1,754 


$3,428 


1450 


Pier 45 - Shed C 


Simple 


$529 


$497 


$4,761 


$5,787 


1450 


Pier 45 - Shed D 


Simple 


$416 


$1,149 


$1,584 


$3,149 


1461 


Pier 46B China Basin Ferry Terminal 


Piers 


$783 


$0 


$8,707 


$9,490 


1470 


Pier 47 - Guardinos Storage BIdg 


Small 


$0 


$0 


$0 


$0 


1470 


Pier 47 - Scoma / Fish Prep BIdg 


Small 


$0 


$48 


$0 


$48 


1470 


Pier 47 - Scoma Storage BIdg 


Small 


$0 


$0 


$0 


$0 


1470 


Pier 47 - Scomas Restaurant 


Basic 


$0 


$316 


$299 


$615 


1470 


Pier 47 - Scomas Storage Shed 


Small 


$0 


$18 


$0 


$18 


1470 


Pier 47 - Wharf J6, J7, J8 


Piers 


$1,724 


$699 


$3,733 


$6,156 


1470 


Pier 47 WF Albert Seafoods Proc BIdg 


Simple 


$97 


$20 


$157 


$274 


1480 


Pier 48 


Piers 


$7,172 


$1,383 


$1,307 


$9,862 


1480 


Pier 48 - Shed A 


Simple 


$1,521 


$193 


$0 


$1,714 


1480 


Pier 48 - Shed B 


Simple 


$1,562 


$198 


$0 


$1,760 


1485 


Pier 48 1/2 - Jellys restaurant 


Small 


$0 


$0 


$0 


$0 


1490 


Pier 49 - Aliotos Restaurant (Wharf J-1 ) 


Basic 


$0 


$348 


$291 


$639 


1490 


Pier 49 - Fishermans Grotto No. 9 (Wharf J-1) 


Basic 


$0 


$541 


$451 


$992 


1490 


Pier 49 - Fishermans Memorial Chapel 


Small 


$0 


$151 


$0 


$151 


1490 


Pier 49 - Guardinos (Wharf J-1 ) 


Small 


$0 


$0 


$0 


$0 


1490 


Pier 49 - Sabella & Latorre (Wharf J-1 ) 


Small 


$0 


$0 


$0 


$0 


1490 


Pier 49 - Tarantinos Restaurant (Wharf J-1) 


Basic 


$0 


$211 


$172 


$383 


1490 


Pier 49 - The Crab Station (Wharf J-1 ) 


Small 


$0 


$0 


$0 


$0 


1490 


Pier 49 Nicks Lighthouse (Wharf J-1) 


Small 


$0 


$0 


$0 


$0 


1050 


Pier 5 


Piers 


$0 


$0 


$0 


$0 


1055 


Pier 5 1/2 - Bulkhead Building 


Basic 


$0 


$0 


$0 


$0 


1500 


Pier 50 


Piers 


$26,308 


$1,613 


$17,045 


$44,967 


1500 


Pier 50 - Shed A 


Simple 


$1,130 


$1,036 


$1,791 


$3,956 


1500 


Pier 50 - Shed B 


Simple 


$1 ,040 


$0 


$1,816 


$2,856 


1500 


Pier 50 - Shed C 


Simple 


$1,259 


$302 


$2,182 


$3,742 


1500 


Pier 50 - Shed D 


Simple 


$1,048 


$1,013 


$2,791 


$4,852 


1505 


Pier 50 1/2 


Piers 


$0 


$0 


$321 


$321 


2505 


Pier 50 Administration Building 


Basic 


$1,190 


$505 


$468 


$2,162 


1520 


Pier 52 


Piers 


$0 


$0 


$3,692 


$3,692 


1540 


Pier 54 


Piers 


$27,970 


$0 


$11,084 


$39,054 


1540 


Pier 54 - Office BIdg 


Small 


$505 


$0 


$0 


$505 


1540 


Pier 54 - Oil Shed 


Small 


$120 


$0 


$0 


$120 


1540 


Pier 54 - Shed Building 


Simple 


$363 


$0 


$593 


$956 


1540 


Pier 54 - Storage Shed 


Small 


$0 


$40 


$0 


$40 


1600 


Pier 60 - Wharf - wood piles 


Piers 


$996 


$0 


$431 


$1,427 



25 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



FacID 
No. 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code& 
Safety 



Total 



1600 
1640 
1645 
1680 
1075 
1075 
1070 
1700 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 
1680 

3450 
3450 
3490 

3490 
3490 

3490 

3490 



Pier 
Pier 
Pier 
Pier 
Pier 
Pier 
Pier 



Pier 60 - Wharf Carmens Restaurant 

Pier 64 

Pier 64 1/2 Kelly Mission Rock Resort Restnt 

Pier 68 
er 7 - The Waterfront Restaurant 
er7 1/2 

er 7 Public Pier 
er70 

r 68 - Bathrooms BIdg. #141 

r 68 - Beth Street Substation #2, BIdg. #50 

r 68 - Beth Street Warehouse BIdg. #30 

r 68 - Blast Shed BIdg. #150 

r 68 - Boiler/Steam Power House - #103 

r 68 -Building #149 

r 68 - Cable/Electric Shop - BIdg. #38 

r 68 - Checkhouse #1 , BIdg. #1 22 

r 68 - Checkhouse #2, BIdg. #123 

r 68 - Equipment Building #36 

r 68 - Machine Shop - BIdg. #105 

r 68 - near checkhouse #2, Building #51 

r 68 -Office BIdg (#127) 

r 68 - Office BIdg Annex to #1 01 , BIdg. #40 

r 68 -Office Building #101 

r 68 -Office Building #104 

r 68 - Office/Warehouse BIdg.- BIdg #1 1 1 

r 68 -Ops. BIdg #102 

r68- Pipe Rack, BIdg. #120 

r 68 - Pipe Storage BIdg #107 

r 68 - Sheet Metal/Tools BIdg #109 

r 68 - Shipwright Building -#108 

r 68 - Steel Shop Office (bidg #121) 

r 68 - Substation #4 (bIdg #58) 

r 68 - Substation #6, BIdg. #64 

r 68 - Substation #7 (bIdg #68) 

r 68 - Warehouse & 6-ton crane, BIdg. #49 

r 68 - Yard Washroom, BIdg. #110 

r 68 - Yard Washroom, BIdg. #119 

er 70 - SWL 345 - Kneass Boatworks, Main 
Office/boat storage 

Pier 70 - SWL 345 - Kneass, Pier 66 Boatyard Office 
Pier 70 - SWL 349 - Auto Yard Shop BIdg #1 9 
Pier 70 - SWL 349 - Beth Street Stress Relieving, BIdg. 
#16 
Pier 70 - SWL 349 - Beth Street Warehouse, BIdg. #32 

Pier 70 - SWL 349 - Beth Street Washroom & Locker, 
BIdg. #24 

Pier 70 - SWL 349 - Beth Street Washroom & Locker, 
BIdg. #25 



er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er70 
er70 
er70 
er70 
er70 
er70 
er70 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er70- Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er 70 - Pier 
er70- Pier 



Small 


$117 


$0 


$0 


$117 


Piers 


$2,461 


$0 


$1,596 


$4,057 


Basic 


$0 


$167 


$0 


$167 


Piers 


$6,476 


$35,249 


$23,516 


$65,241 


Basic 


$115 


$265 


$146 


$525 


Piers 


$0 


$0 


$0 


$0 


Piers 


$0 


$0 


$0 


$0 


Piers 


$45,270 


$0 


$87,277 


$132,547 


Small 


$0 


$0 


$0 


$0 


Small 


$91 


$0 


$0 


$91 


Small 


$0 


$708 


$0 


$708 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$281 


$197 


$478 


Small 


$0 


$0 


$0 


$0 


Simple 


$738 


$0 


$5,479 


$6,217 


Small 


$0 


$0 


$161 


$161 


Small 


$0 


$0 


$78 


$78 


Simple 


$245 


$92 


$2,234 


$2,571 


Simple 


$454 


$41 


$3,600 


$4,095 


Small 


$60 


$0 


$0 


$60 


Small 


$0 


$0 


$0 


$0 


Basic 


$1,315 


$0 


$284 


$1,599 


Basic 


$5,519 


$558 


$25,057 


$31,135 


Basic 


$3,843 


$0 


$16,983 


$20,826 


Basic 


$5,361 


$1,223 


$9,564 


$16,148 


Basic 


$752 


$162 


$815 


$1,729 


Small 


$0 


$0 


$42 


$42 


Small 


$0 


$195 


$0 


$195 


Simple 


$831 


$928 


$459 


$2,218 


Basic 


$5,438 


$231 


$9,762 


$15,432 


Small 


$0 


$93 


$0 


$93 


Small 


$0 


$0 


$128 


$128 


Small 


$302 


$0 


$919 


$1,221 


Small 


$0 


$217 


$71 


$288 


Simple 


$86 


$117 


$22 


$224 


Small 


$593 


$0 


$695 


$1,288 


Small 


$217 


$0 


$0 


$217 


Simple 


$0 


$0 


$1,523 


$1,523 


Small 


$302 


$0 


$0 


$302 


Simple 


$178 


$0 


$1,016 


$1,194 


Simple 


$250 


$0 


$1,131 


$1,381 


Simple 


$323 


$0 


$1,393 


$1,716 


Small 


$518 


$0 


$646 


$1,164 


Small 


$0 


$225 


$49 


$274 



26 



APPENDIX A - 


10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 






FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code& 
Safety 


Total 



Pier 70 - SWL 349 - Beth Street Washroom & Locker, 

3490 BIdg. #29 

3490 Pier 70 - SWL 349 - Brass Foundry, BIdg. #1 1 5 

3490 Pier 70 - SWL 349 - Foundry, BIdg. #1 1 6 

3490 Pier 70 - SWL 349 - Test Room, BIdg. #23 

3490 Pier 70 - SWL 349 - UIW Machine Shop, BIdg. #114 

3490 Pier 70 - SWL 349 Building #6 (condemned) 

3490 Pier 70 - SWL 349 Equipment BIdg - BIdg #1 4 

3490 Pier 70 - SWL 349 Heavy Machine Shop - BIdg #1 1 3 

3490 Pier 70 - SWL 349 Office Building - BIdg, #1 1 Noonan 

3490 Pier 70 - SWL 349 SF Shipyard Training BIdg 1 1 7 

3490 Pier 70 - SWL 349 Shop Building - BIdg #21 

3490 Pier 70 - SWL 349 Traffic Department BIdg. #1 2 & #1 5 

3490 Pier 70 - SWL 349 Traffic Dept. Shed - BIdg #66 

3490 Pier 70 - SWL 349 Warehouse - BIdg. 2 

1800 Pier 80 

1 800 Pier 80 - Entry Canopy 

1 800 Pier 80 - Gear & Maintenance Building 

1800 Pier 80 - Office BIdg #2 

1 800 Pier 80 - Service Building 

1800 Pier 80 -Shed A 

1800 Pier 80- Shed D 

1 800 Pier 80 - Terminal Office 

2800 Pier 80 Administration Building 

1800 Pier 80 Office BIdg #1 

1090 Pier 9 

1095 Pier 9 1/2 

1090 Pier 9 Bulkhead/Shed Building 

1900 Pier 90 

1 900 Pier 90 - Fire Department Building 

1900 Pier 90 - Maintenance BIdg 

1 900 Pier 90 - Old Powerhouse 

1 900 Pier 90 - Storage BIdg 

1900 Pier 90 - Truck Pits 

1920 Pier 92 

1 940 Pier 94 - 96 wharf area 

1 940 Pier 94 - Wharfside Building 

1 960 Pier 96 - Administration Building 

1 960 Pier 96 - Bounty Restaurant 

1 960 Pier 96 - Entry Canopy 

1 960 Pier 96 - Exit Canopy 

1 960 Pier 96 - Gatehouse BIdg 

1 960 Pier 96 - Maintenance Building 

1 960 Pier 96 - Office/Restroom 

1 960 Pier 96 - Recycling/LASH Terminal 

1 960 Pier 96 - Storage 

1960 Pier 96 - Truck Scales 



Small 


$558 


$0 


$767 


$1,325 


Simple 


$486 


$0 


$5,035 


$5,521 


Simple 


$486 


$0 


$5,035 


$5,521 


Small 


$658 


$0 


$230 


$888 


Simple 


$243 


$0 


$2,295 


$2,538 


Simple 


$1,039 


$0 


$6,258 


$7,297 


Simple 


$435 


$0 


$4,825 


$5,260 


Simple 


$2,322 


$0 


$26,575 


$28,897 


Basic 


$3,564 


$467 


$7,422 


$11,453 


Simple 


$606 


$195 


$9,390 


$10,191 


Simple 


$226 


$0 


$3,321 


$3,547 


Basic 


$7,463 


$0 


$15,753 


$23,216 


Simple 


$618 


$0 


$531 


$1,149 


Simple 


$2,226 


$179 


$18,276 


$20,682 


Piers 


$8,208 


$2,400 


$55,447 


$66,055 


Simple 


$220 


$0 


$266 


$486 


Simple 


$884 


$198 


$938 


$2,020 


Small 


$0 


$95 


$0 


$95 


Simple 


$987 


$1,151 


$745 


$2,883 


Simple 


$835 


$4,707 


$21,019 


$26,561 


Simple 


$630 


$3,205 


$4,065 


$7,900 


Small 


$240 


$0 


$0 


$240 


Basic 


$2,303 


$2,457 


$1,888 


$6,648 


Small 


$0 


$95 


$0 


$95 


Piers 


$10,538 


$0 


$8,660 


$19,198 


Piers 


$683 


$0 


$562 


$1,245 


Basic 


$8,048 


$2,953 


$3,091 


$14,093 


Piers 


$9,598 


$0 


$0 


$9,598 


Basic 


$67 


$45 


$150 


$261 


Small 


$0 


$85 


$0 


$85 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$32 


$0 


$32 


Small 


$0 


$88 


$0 


$88 


Piers 


$3,666 


$0 


$0 


$3,666 


Piers 


$4,565 


$0 


$13,627 


$18,192 


Small 


$0 


$0 


$0 


$0 


Basic 


$543 


$395 


$374 


$1,312 


Basic 


$715 


$0 


$141 


$856 


Simple 


$54 


$122 


$240 


$416 


Simple 


$28 


$91 


$142 


$261 


Small 


$0 


$0 


SO 


$0 


Basic 


$737 


$446 


$728 


$1,911 


Small 


$0 


$116 


$0 


$116 


Simple 


$1,453 


$1,074 


$4,484 


$7,010 


Small 


$0 


$130 


$0 


$130 


Small 


$0 


$34 


$0 


$34 



27 



APPENDIX A - 10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 



FacID 
No. 



Building Name 



Building 
Type 



Backlog 



10 Year 
Renewals 



Code& 
Safety 



Total 



0000 Port-wide Projects 

4036 Street - 20th east of Illinois 

4038 Street - 24th from Michigan to Maryland 

4043 Street - Amador and extension 

4022 Street - Broadway btw Embarcadero & Vallejo 

4008 Street - Embarcadero from Taylor to Powell 

4020 Street - Green between Davis and Front 

3030 Street - Hyde Alley, Fish Alley 

4001 Street - Hyde N of Jefferson to Hyde St Pier 
4004 Street - Jefferson btw Jones and Leavenworth 

4002 Street - Jefferson from Leavenworth to Hyde 
4017 Street - Lombard btw Sansome and Embarcadero 

4040 Street - Marin east of Michigan 

3020 Street - Pier 47, Fish Alley, Al Scoma Way 

4003 Street - R.H. Dana Dr. (Leavenworth) N of Jefferso 

4033 Street - T. Francois along China Basin 

4034 Street - T. Francois btw China Basin and Mission R 
4006 Street - Taylor Street btw. Jefferson and Embarcadero 

4041 Street - TN, IN, MN btw Tulare and Marin 
301 SWL 301 - Andre Boudin Pavilion 

3010 SWL 301 - Andre Boudin Restaurant 

3020 SWL 302 - Alioto Fish Co. 

3020 SWL 302 - Castagnola/Storage BIdg 

3020 SWL 302 - Crab Boat Owners Asso. 

3020 SWL 302 - Firewood Cafe 

3020 SWL 302 - Pompeis Grotto 

3020 SWL 302 - Port Harbor Office 

3020 SWL 302 - Scomas (Smoke House) 

3020 SWL 302 - United Shellfish Warehouse 

3030 SWL 302 Cal Shell Fish Shed 

3020 SWL 302 Castagnola Rest. 

3020 SWL 302 Coast Marine Supply Mat. Storage BIdg 

3020 SWL 302 Costal Marine Retail Space 

3020 SWL 302 D&G Co. d.b.a. Lou Blues 

3020 SWL 302 Franks Fisherman Supply 

3020 SWL 302 Substructure (Wharf J-9) 

3020 SWL 302 United Shellfish Processing 

3030 SWL 303 - Alioto Fish Co, 

3030 SWL 303 - Cal Shell Fish 

3030 SWL 303 - Cioppinos/(Hoppe) 

3030 SWL 303 - Franceschis Restaurant 

3030 SWL 303 - GP Resources 

3030 SWL 303 - SP Trantino/Martell Ins 

3030 SWL 303 - The Bay Company, Hoppe, Arthur N. 

31 1 SWL 31 1 Pier 39 Garage 

31 30 SWL 31 3 Embarcadero Triangle Lot Assn. 



Port 










Wide 


$21,600 


$250,544 


$4,633 


$276,777 


Street 


$392 


$0 


$0 


$392 


Street 


$545 


$0 


$488 


$1,033 


Street 


$1,731 


$0 


$15,360 


$17,091 


Street 


$431 


$0 


$62 


$493 


Street 


$0 


$0 


$0 


$0 


Street 


$143 


$0 


$0 


$143 


Street 


$253 


$0 


$185 


$438 


Street 


$205 


$0 


$0 


$205 


Street 


$106 


$0 


$0 


$106 


Street 


$111 


$0 


$826 


$937 


Street 


$153 


$0 


$0 


$153 


Street 


• $143 


$0 


$492 


$635 


Street 


$341 


$0 


$0 


$341 


Street 


$126 


$0 


$0 


$126 


Street 


$429 


$0 


$0 


$429 


Street 


$4,493 


$0 


$0 


$4,493 


Street 


$261 


$0 


$246 


$507 


Street 


$751 


$0 


$0 


$751 


Small 


$0 


$0 


$1,477 


$1,477 


Basic 


$0 


$135 


$0 


$135 


Basic 


$0 


$445 


$381 


$826 


Small 


$0 


$0 


$0 


$0 


Basic 


$459 


$0 


$65 


$524 


Basic 


$0 


$113 


$96 


$209 


Basic 


$0 


$101 


$99 


$200 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$0 


$115 


$115 


Small 


$0 


$156 


$0 


$156 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$426 


$356 


$782 


Simple 


$0 


$177 


$503 


$680 


Small 


$0 


$0 


$0 


$0 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$325 


$197 


$522 


Piers 


$4,439 


$331 


$1,681 


$6,451 


Simple 


$0 


$15 


$41 


$56 


Basic 


$0 


$317 


$177 


$494 


Basic 


$0 


$268 


$117 


$385 


Basic 


$0 


$558 


$275 


$833 


Basic 


$0 


$110 


$89 


$199 


Small 


$0 


$28 


$0 


$28 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$246 


$201 


$447 


Simple 


$0 


$738 


$5,823 


$6,561 


Simple 


$0 


$583 


$2,761 


$3,344 



28 



APPENDIX A - 


10 YEAR NEED SUMMARY, BY FACILITY (In Thousands) 






FacID 
No. 


Building Name 


Building 
Type 


Backlog 


10 Year 
Renewals 


Code& 
Safety 


Total 



31 50 SWL 31 5 Office Bulding (HHC Investment limited) 

31 50 SWL 31 5 Parking Structure 

31 60 SWL 31 6 Houstons Restaurant 

3170 SWL317 Office Building 

3180 SWL 318 Roundhouse One 

31 80 SWL 31 8 Roundhouse Two 

31 80 SWL 31 8 Sandhouse 

3190 SWL 319 Fog City Diner 

3220 SWL 322 ABC TV 

3300 SWL 330 Restaurant and Apts. at Towsend 

3310 SWL 331 & 332 Delancey Street Foundation 

3430 SWL 343 Bluepeter Building 

3450 SWL 345 - SF Boat Works Office/Shop 

3450 SWL 345 - SF Boat Works Storage/The Ramp 

3520 SWL 352 - Backlands Redevelopment 

1620 Third Street Bridge House 

5470H Wharf J-11 

5470 Wharf J-4 

1490 Wharfs J-1 and J-3 (Pier 49) 

PORT TOTAL 



Basic 


$0 


$4,151 


$3,180 


$7,331 


Simple 


$0 


$489 


$3,700 


$4,189 


Basic 


$0 


$475 


$303 


$778 


Basic 


$0 


$6,720 


$3,490 


$10,210 


Basic 


$0 


$624 


$484 


$1,108 


Basic 


$1,216 


$699 


$657 


$2,571 


Small 


$0 


$0 


$0 


$0 


Basic 


$0 


$286 


$112 


$398 


Basic 


$0 


$8,726 


$4,076 


$12,802 


Basic 


$0 


$1,706 


$1,803 


$3,509 


Basic 


$0 


$3,827 


$3,942 


$7,769 


Simple 


$322 


$62 


$466 


$850 


Basic 


$0 


$419 


$186 


$605 


Simple 


$67 


$76 


$154 


$297 


Basic 


$2,247 


$0 


$0 


$2,247 


Small 


$0 


$0 


$0 


$0 


Piers 


$401 


$0 


$0 


$401 


Piers 


$965 


$78 


$0 


$1,043 


Piers 


$0 


$741 


$2,850 


$3,591 




$543,510 


$453,211 


$1,010,602 


$2,007,323 



29 




PORTs 




SAN FRANCISCO 

MEMORANDUM 

February 16, 2009 

TO: MEMBERS, PORT COMMISSION 

Hon. Rodney Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

FROM: Monique Moyer 

Executive Director 

SUBJECT: Informational Presentation Regarding a Proposed Agreement for a 

Construction Materials Recycling Center at SWL 352 between the Port 
and Sustainable Crushing Ventures, LLC 

DIRECTOR'S RECOMMENDATION: Informational Presentation; No Action Required 
Overview 

This reports describes a proposed agreement ("Agreement") between the Port and 
Sustainable Crushing Ventures, LLC ("Sustainable Crushing Ventures" or "Tenant") that 
includes: 

1 . A services contract to process approximately 1 20,000 tons of material 
abandoned at the site by a former Port tenant ("Existing Stockpile") into fill 
material ("Fill Products") and other construction products for use or sale by the 
Port; 

2. A lease for a recycling center for inert debris ("Construction Materials Recycling 
Center") on 6.75 acres of land on Seawall Lot 352 ("SWL 352") in the Port's 
Piers 90-94 Backlands ("Backlands"), with a 4.26 acre buffer area, for five (5) 
years with a five (5) year option, pursuant to a competitive solicitation authorized 
by the Port Commission in October, 2007; and 

3. Authority for the Port and Sustainable Crushing Ventures to enter into a 
construction contract to place and compact Fill Products on the unleased 
portions of the Backlands at an agreed price later this calendar year, subject to 
approval by the Port Commission and the Board of Supervisors and to 
permission from the San Francisco Bay Regional Water Quality Control Board. 

THIS PRINT COVERS CALENDAR ITEM NO. 9A 



r 



SAN FRANCISCO Wt^m^M 



mniiiMi 



Sustainable Crushing Ventures is a joint venture of S.F. Recycling and Disposal, Inc. a 
wholly owned subsidiary of Norcal Waste Systems Inc. and Raisch Company, a California 
Corporation, DBA Raisch Products ("Raisch/Norcal"). 

This report explains the terms of the proposed Agreement, planned public outreach to the 
Port's Southern Waterfront Advisory Committee, additional permitting and environmental 
review required prior to approval of the entire Agreement, and other required approvals by 
the Port Commission and the Board of Supervisors. 

Background 

On October 11, 2007, the Port Commission authorized Port staff to issue a request for 
proposals ("RFP") for a leasing opportunity at Pier 94, SWL 352, to operate a construction 
materials recycling facility specializing in processing of demolition concrete and related 
construction materials. In addition to providing lease revenue to the Port, the project was 
designed to provide a means to process and reuse the Existing Stockpile pursuant to a 
defined Scope of Work (Exhibit A hereto). The RFP objectives are set forth in the staff 
report to the Port Commission for its October 1 1 , 2007 meeting. 

Port staff assembled a five member advisory panel which reviewed proposals from four 
teams and found that the Raisch/Norcal proposal offered the Port a business model that 
best fits local market conditions, a strong economic return to the Port, the best 
environmental compliance record, strong local economic development benefits in the form 
of local hiring and LBE participation and a unique partnership with deep experience in 
construction materials recycling. 

On February 26, 2008, the Port Commission approved Resolution 08-14 authorizing Port 
staff to enter into an Exclusive Negotiation Agreement ("ENA") with Raisch/Norcal. The 
Port Commission subsequently approved extensions of the ENA term (Resolutions 08-75 
and 09-02) to February 28, 2009, with an option for the Port Executive Director to extend 
for a period of one month, to finalize a proposed lease agreement and companion 
documents for Port Commission consideration. 

Joint Venture 

Raisch Products and S.F. Recycling and Disposal, Inc. are forming a joint venture ("JV"), 
Sustainable Crushing Ventures, to enter into the proposed Agreement with the Port 
Commission, subject to required approvals. Port staff has conducted its due diligence 
regarding the proposed structure of the JV and present findings at the March 10, 2009 Port 
Commission meeting when final approval of the proposed Agreement is requested. 

Norcal Waste Systems, Inc. was founded and is headquartered in San Francisco. Norcal 
has extensive construction and demolition debris recycling experience (it is the largest such 
provider in the City). Norcal's subsidiaries. Sunset Scavenger Company, Golden Gate 
Disposal & Recycling Company, and S.F. Recycling & Disposal, Inc., provide waste and 
recycling collection and processing services in San Francisco and work in concert with the 



-2- 



City to achieve its landfill diversion goals. S.F. Recycling & Disposal, Inc. has been a Port 
tenant at Pier 96 since June, 1998. 

Norcal provides integrated waste services to over sixty California communities, serving 
over 600,000 households and 50,000 businesses. Norcal is 100% employee owned. 

Raisch Products is a state of the art aggregate-producing company headquartered in San 
Jose, California. The company specializes in operating centralized concrete and 
asphalt recycling locations. Along with receiving recyclable concrete and asphalt materials 
from deconstruction projects, Raisch Products produces aggregate products for use in both 
private and public applications. The company's advanced portable crushing V-Series plant 
is the highest producing portable crushing system in North America. Raisch Products 
operates recycling facilities in San Jose, Sunnyvale and Fremont and a quarry in Milpitas. 

Location 



A map of the proposed premises is contained in Exhibit B. Figure 1 below depicts the 
proposed location of the Construction Materials Recycling Center Lease: 

Figure 1 : Backlands Context 




Backlands Site Improvements: A Market for Fill Products from the Existing Stockpile 

The Port has long envisioned a higher revenue and more productive use of the Backlands 
area, development of which is being undertaken in phases. Phase 1 began in late 2005, 
when Port staff pursued legal repossession of the premises through multi-party litigation 
and acquisition of the required approvals to remove the Existing Stockpile previously 
abandoned by a prior tenant. (See also Port Commission Supporting Documents for 
October 9, 2007, Item 108). The Port obtained clear title to the Existing Stockpile in 2007. 

As part of Phase 2, Port staff has pursued a strategy for crushing and removing the 
Existing Stockpile through a third party tenant. As approved previously by the Port 
Commission, Port staff undertook a competitive solicitation and selected Raisch/Norcal. 
Port staff has negotiated a services contract to process the Existing Stockpile into Fill 
Products for reuse or sale by the Port. The Port considers the Existing Stockpile to be 
personal property, and not waste, for purposes of regulations of the California Integrated 
Waste Management Board ("CIWMB"). Given the anticipated value of the Existing 
Stockpile once crushed, Port staff proposes to work with Sustainable Crushing Ventures to 
identify a market for the Fill Products. During Phase 2, Sustainable Crushing Ventures will 
follow specific protocols to crush the Existing Stockpile and salvage as much as possible 
into Fill Products that can be sold or reused. Sustainable Crushing Ventures will 
appropriately dispose of any unusable product. Port staff projects that as much as 90% of 
the Existing Stockpile will be converted into saleable Fill Product, particularly in view of the 
condition of the existing local construction market. 

As part of Phase 3, Port staff has identified a potential reuse of the Fill Product in 
conjunction with our strategy to productively lease up the Backlands. Port staff has 
proceeded with design of a civil engineering project that will serve as the likely end use for 
much of the Fill Products. On October 28, 2008, Port staff presented an informational 
presentation to the Port Commission (Item 11B Southern Waterfront Leasing and Planning 
Update). It described certain proposed improvements to be made to 23 unleased acres of 
the Backlands such that the property can be leased for any use. Such improvements 
included application of fill, grading, development of a new driveway, stormwater 
management swales and basic utilities. 

To this end. Port staff has enlisted the Department of Public Works to design these 
improvements. Once the plans achieve conceptual design and 30% of preliminary 
engineering analysis. Port staff will seek permission from the San Francisco Bay Regional 
Water Quality Control Board to pursue these improvements on the former landfill site that 
underlies a portion of the Backlands. Port staff will return to the Port Commission with a 
proposed site design and project budget to obtain further policy direction, which may 
include advertising for a construction project to construct the improvements. To achieve 
this goal, the proposed Agreement requires Sustainable Crushing Ventures to store the Fill 
Product on adjacent Port property. 

However, if the proposed Backlands improvement project fails to gain regulatory or other 
required approvals, the proposed Agreement contemplates sale of the Fill Products to the 
private market as the ultimate means of effectuating removal of the Existing Stockpile. 



Under the proposed agreement, Sustainable Crushing Ventures would perform the sales 
and delivery activity on behalf of the Port for a portion (25%) of the Port's sales revenues. 

Proposed Agreement 

The proposed Agreement consists of 1) a services contract to crush the Existing Stockpile 
("Services Contract"), 2) a lease for a Construction Materials Recycling Center ("Lease"), 
and 3) authority to enter into a construction project to place Fill Products on the Backlands 
for an agreed price during calendar year 2009 ("Construction Contract"), subject to required 
approvals. 

This report describes each component separately, although together they comprise a single 
proposed Agreement. Capitalized terms not defined elsewhere in this memorandum are 
defined in the Agreement. 

1. Services Contract 

The Services Contract contemplates that Sustainable Crushing Ventures will crush the 
Existing Stockpile first. Under this arrangement. Sustainable Crushing Ventures will serve 
as an agent of the Port, as property owner, to crush the Existing Stockpile and store the 
resulting Fill Products on adjacent Port property. 

The Services Contract contemplates a specific scope of work, with specific unit pricing, 
attached as Exhibit A. Unit pricing on a per ton basis is required, because although the 
parties estimate the size of the Existing Stockpile at 120,000 tons, actual quantities, 
including the percentage of waste materials requiring landfill disposal, may vary. 
Sustainable Crushing Ventures will provide the Port with weight reports derived from real- 
time weighing devices that measure actual quantities processed, in order to verify work 
performed. 

The total maximum fee for the Scope of Services would not exceed $1 ,000,000. The 
Agreement provides that the Port will pay Sustainable Crushing Ventures up to $550,000 in 
cash (including a 10% contingency). If costs exceed this threshold, the Agreement 
provides that Sustainable Crushing Ventures may be paid to complete the work first by the 
Port's share of sales of Fill Products made from the Existing Stockpile and then by rent 
credits against 100% of its initial rent obligations. The JV may discontinue services if 
maximum fee would be exceeded. The source of funds for the Services Contract is 
$605,000 in the Port's FY 2007-08 Real Estate Division Leasing Capital Improvement 
Project capital account (CP0776), which has been appropriated previously by the Port 
Commission and the Board of Supervisors. 

The parties estimate that, barring unforeseen circumstances, crushing of the Existing 
Stockpile could be completed within 60-120 days after commencement of work. 

The Services Contract also contains a provision to allow Sustainable Crushing Ventures to 
accept additional materials onto the leased premises. In order to time recycling operations 
for the start of the local construction season, the Agreement contemplates that Sustainable 

-5- 



Crushing Ventures could begin accepting third-party inert materials on a separate parcel, 
with storage fees to the Port of $0.20/sf/month The Services Contract restricts any 
processing by Sustainable Crushing Ventures of these third-party inert materials until the 
processing of the Existing Stockpile is complete. 

The Services Contract would be conducted pursuant to a companion license agreement 
authorizing access to Port property. 

A determination of the appropriate percentage goal for subcontracting participation has not 
yet been made by the Human Rights Commission (HRC) for involvement of HRC-Certified 
Small and Local Economically Disadvantaged Business entities (LBEs). Port staff has 
identified HRC-certified materials testing firms as among those eligible to participate; Port 
staff has referred the Scope of Services and contact information for JV members to HRC 
staff. Port staff will report HRC's determination to the Port Commission for approval of the 
Agreement at its March 10, 2009 meeting. 



SERVICES CONTRACT 


Services Contract Effective 
Date: 


When all of the following have occurred: (a) the Port 
Commission has approved this Agreement; (b) the Controller 
has certified the availability of funds for the Services Contract; 
and (c) Tenant and Port's Executive Director have executed 
and delivered this Agreement. 


Services Contract Term: 


From the Effective Date through the Lease Expiration Date, 
with the Initial Services Term described in the Scope of 
Services. 


Scope of Services: 


Recycle and store the Existing Stockpile and Recycled 
Products and dispose of Recycling Waste as described in 
Exhibit A. 


Guaranteed Maximum Cost: 


$1,000,000, payable in cash in an amount not to exceed 
$605,000 and then by the Port's share of sales of construction 
products made from the Existing Stockpile and/or rent credits 
against 100% of Tenant's rent obligation under the Lease, not 
to exceed $395,000. 


Revenue Sharing: 


Port and Tenant will share any revenue from the sale of 
Recycled Products made from the Existing Stockpile and sold 
by Tenant on behalf of Port, with proceeds split 75% and 25%, 
respectively, to Port and Tenant. 


Environmental Oversight 
Deposit: 


$10,000 cash deposit that the Port may use, apply, or retain to 
recover its costs of environmental inspection, monitoring, 
enforcement, and administration during Tenant's operations, 
under specified conditions. 


Letter of Credit or Parent 
Guaranty: 


$750,000 Letter of Credit or equivalent value guaranty 
provided by Norcal Waste Systems, Inc. in a form approved 
by the Port as collateral for the full and faithful performance by 
Tenant of the Secured Obligations under this Agreement 
(including conduct of the Scope of Services). 



-6- 



SERVICES CONTRACT 



COMPANION LICENSE 



Effective Date: 



Same as the Services Contract Effective Date. 



License Area and Permitted 

Uses: 



As shown in Exhibit B: 

• Parcel A: 6.75 acres - Perform Scope of Services and 
store (but not process) Third-Party Construction Materials 

• Parcel B: 4.26 acres - Manage stormwater and install 
landscaping buffer 

• Parcel C: 3.85 acres - Process and store Existing Stockpile 



License Term: 



Parcels A and B: From the Services Contract Effective Date 
until the Lease Commencement Date. 
Parcel C: From the Services Contract Effective Date through 
the last day of the Initial Services Term. 



License Fee: 



Parcel A: $.20/sf/month for any portion that is used to store 
Third Party Construction Materials during the Initial Services 
Term (initially 1 acre, then in Yi acre increments). 
Parcels B and C: None. 



2. Lease 

The proposed Lease deviates from the Port Commission's approved Fiscal Year 2008-09 
parameter rental rate structure and approved boilerplate lease in the following major 
respects: 

• Rent Structure. Instead of a rental rate of $0.28/sf/month, the Lease provides for a 
base rent of $0.15/sf/month, coupled with a percentage rent formula as follows: 

For gross receipts above the Gross Receipts Threshold of $2,200,000, adjusted 
annually by 3%, Tenant will pay Port the following: 

$0-$350,000 15% 

$350,001 -$700,000 20% 

$700,001 -$1,050,000 25% 

$1 ,050,001 -$1 ,400,000 30% 

Above $1,400,000 35% 

This base rent is consistent with the base rent proposed by Raisch/Norcal in 
response to the RFP. The additive base rent and percentage rent structure allows 
the Port to realize significant upside potential, while protecting Sustainable Crushing 
Ventures from an unsustainable rent obligation during slow construction periods. 
The Gross Receipts Threshold was calculated as the amount of annual revenue 
above which the Construction Materials Recycling Center becomes profitable. 

The proposed base rent is $44,104.50 per month, or $529,254.00 for the first year. 
As an example, if Tenant realizes the projected target of 150,000 tons of throughput 



-7- 



capacity and associated receipts of $3.0 million during the third year of operations, 
the Port will realize additional annual rent in that year of $176,000. 

Hazardous Materials Liability. The Agreement apportions hazardous materials 
liability exposure in a somewhat different manner than most Port leases. In most 
cases, the Port assigns all hazardous material liability, except for Port's sole 
negligence or willful misconduct, to a tenant. Given the fill characteristics of the site, 
its location within a Maher Ordinance area of the City (Article 22A of the San 
Francisco Health Code), existing reports from area site investigations, and the lack 
of significant proposed construction, this Agreement relies on the following risk 
notification/assignment provisions: 

a. The Premises extends only one foot below grade, as established by a Port 
engineering survey conducted within one month of the Effective Date. Tenant is 
responsible for exacerbating existing hazardous materials conditions, but is not 
responsible for pre-existing conditions. Tenant does not take possession of the 
ground lower than one foot below grade. 

b. Port is responsible for compliance with laws associated with pre-existing 
hazardous materials conditions. 

c. Extensive disclosure of known, existing hazardous materials conditions. 

d. Raisch/Norcal are currently performing a Phase 1 environmental review of the 
leasehold and the findings of the environmental review will be shared with the 
Port. Findings of the Phase 1 review will be used to determine any preexisting 
environmental issues and establish preexisting environmental conditions for the 
leasehold. 

Financial Assurance. The Agreement provides that Sustainable Crushing 
Ventures may supply a $750,000 Letter of Credit or equivalent value guaranty 
provided by Norcal Waste Systems, Inc. in a form approved by the Port as collateral 
for the full and faithful performance by Tenant of its Secured Obligations under the 
Agreement. Whereas under most Port leases, the Port requires financial 
assurances to secure the entire agreement, in this case Secured Obligations are 
defined as: Tenant's performance of the Scope of Services under the Services 
Contract; and (b) Tenant's payment and performance obligations under the following 
provisions of the Lease, as extended, renewed, or modified: (i) Section 15.4 
(Requirement to Remediate); (ii) Section 19.2 (Hazardous Materials Indemnity); and 
(iii) Section 25.1 (Surrender). 

The Security Deposit under the Agreement is $90,000 (more than two months' rent), 
in order to secure the Required Improvements negotiated by the parties to fulfill the 
Port's Southern Waterfront Community Benefits and Beautification Policy, including 
natural-based stormwater management in the 4.26 acre site perimeter and a new 
driveway from Amador Street. The cost of these improvements totals $450,000 
spread over the initial five years of the Lease. 

-8- 



• Early Termination. In recognition of the potential difficulty of successfully operating 
a Construction Materials Recycling Center at the site, as evidenced by former 
tenancies, the Agreement authorizes Tenant to terminate the Agreement early, with 
6 months' notice, provided it completes the Required Improvements scheduled for 
the then-current lease year. 

Expanded Recvclinq 

The Agreement contemplates expanded recycling activities ("Expanded Recycling") 
compared to those activities conducted by the Port's prior tenant at the site. The 
Agreement provides that the Expanded Recycling would be subject to future approval by 
the Port Commission. If requested by Sustainable Crushing Ventures, Port staff envisions 
approaching the Port Commission for authorization to permit Expanded Recycling after the 
Existing Stockpile has been processed and removed from view and Sustainable Crushing 
Ventures has a demonstrated track record of operating a clean and efficient facility. 

If approved, the Expanded Recycling will allow Sustainable Crushing Ventures to process a 
limited quantity of demolition material with a higher percentage of deleterious material (25% 
instead of 10%). This type of material would typically be delivered in small 10 wheel trucks 
and the average weight of the loads would be in the 4 to 6 ton range. The maximum 
number of truck trips associated with this type of material would be less than 50 trips per 
day. Sustainable Crushing Ventures would limit acceptance of this material to 175 tons per 
day or 54,600 tons per year. 

Sustainable Crushing Ventures would pre-process, screen and sort loads rich in concrete 
and other inert recydables in a distinct area of the premises, in a fenced enclosure. 

If approved, the Expanded Recycling will be assessed a higher base rent ($0.20/sf/month) 
for the area used for this activity, with gross receipts subject to percentage rent. 



LEASE PROVISIONS 


Lease Effective Date, 

Commencement Date, and 

Rent Commencement Date: 


The 1^' day of the full month after the Mayor signs the Board 
resolution approving the Lease. 


Lease Term: 


5 years plus an option to extend for an additional 5 years 
(described below). 


Lease Expiration Date: 


Initial Lease Term: The day before the 5*^ anniversary of the 

Lease Commencement Date. 

Extension Period: The day before the 10'^ anniversary of the 

Lease Commencement Date. 

Subject to extension, early termination and holdover 

provisions as provided in this Agreement. 


Base Rent: 


Parcel A: $.15/sf/mo.** 

Parcel B: None 

Initial monthly Base Rent: $44,104.50 

Base Rent will be increased 3% on each anniversary of the 



-9- 



LEASE PROVISIONS 




Lease Commencement Date. If the Lease Term is extended, 

the Port may adjust Base Rent to prevailing market rate by 

making a Prevailing Market Rate determination which can be 

challenged by Tenant and arbitrated and reconciled by an 

independent appraisal process. 

If either party disagrees with the final determination of the 

Prevailing Market Rate, then the disagreeing party may 

exercise an option to terminate the Lease. 

**lf Port approves Expanded Recycling, Base Rent will be 

adjusted to $0.20/sf/mo for the portion of Parcel A used for 

Expanded Uses. 


Percentage Rent: 


Percentage of Gross Income above the Gross Receipts 
Threshold, calculated according to the Percentage Rent 
Schedule is as follows: 

For gross receipts above the Gross Receipts Threshold of 
$2,200,000, as adjusted annually by 3%, Tenant will pay Port 
the following: 

$0-$350,000 15% 
$350,001 -$700,000 20% 
$700.001 -$1,050,000 25% 
$1,050,001-$1. 400,000 30% 
Above $1 ,400,001 35% 

The Gross Receipts Threshold will increase on each 
anniversary of the Lease Commencement Date by 3%. 
Tenant's obligation to pay Percentage Rent will terminate 
effective as of the first day of the Extension Period if Base 
Rent is adjusted by the Port to Prevailing Market Rate. 


Security Deposit: 


$90,000 


Permitted Uses: 


As shown in Exhibit B: 

Parcel A: Recycling Center for Third Party Construction 

Materials. 

Parcel B: Buffer area where Tenant must construct and 

maintain the Stormwater Improvements and the New 

Driveway. 


Prohibited Uses: 


In addition to other uses prohibited, acceptance of Hazardous 
Materials, washout concrete, or Construction Materials 
containing more than 10% deleterious material by weight. 


Expanded Recycling: 


At Tenant's request, the Port Commission may authorize 
Tenant to accept other types of Construction Materials, 
including Construction Materials containing up to 25% 
deleterious material by weight. 


Storage Restriction: 


Storage of unprocessed asphalt and mixed materials 
containing more than trace amounts of asphalt accepted from 
third parties is limited to 25,000 tons at any given time. 



-10- 



LEASE PROVISIONS 


Business & Operations Plans: 


Port approval of Business Plan and Operations Plan. 


Environmental and 
Performance Assurances: 


$10,000 Environmental Oversight Deposit. 

$750,000 Letter of Credit or Guaranty provided by Norcal 

Waste Systems, Inc. 


Southern Waterfront 

Community Benefits and 

Beautification: 


Tenant will make $450,000 in stormwater management, 
landscaping site improvements, and other Port-approved 
expenditures according to annual budget and construction 
schedules over the Initial Lease Term and construct a New 
Driveway when the Port is ready to lease the remainder of the 
Backlands or make improvements to the Backlands in 
anticipation of such leasing ("Required Improvements"). 


Local Truckers: 


For all trucking opportunities associated with Tenant's 
operations at the Premises over which Tenant has direct 
control, such as hauling of materials off the Premises, Tenant 
will make good faith efforts to first use local truckers, as 
defined in Administrative Code Section 14B ("Local 
Truckers"). To the extent that Tenant in its sole discretion 
directly employs or directly contracts with truckers for hauling 
materials on or off the Premises, Tenant will cause not less 
than 60 percent of all materials to be hauled in trucks 
operated by Local Truckers. Tenant will provide Port with a 
monthly report setting forth the quantities of material hauled 
onto or off of the Premises during the preceding month and 
identifying the Local Truckers utilized by Tenant. 


Option and Market Rent 
Determination: 


Tenant will have the option to extend the Lease once for a 
period of 5 years upon 6 months notice, provided the Tenant 
is in good standing, the Port approves an amended 
Operations Plan, and the Port Commission in its sole 
discretion decides to continue leasing portions of Seawall Lot 
352 for the Construction Materials Recycling Center. 

If Tenant exercises its extension option, the Lease will remain 
in effect except as follows: (1) the Lease Expiration Date will 
be extended for five years; (2) and the Port may adjust Base 
Rent during the first year of the Extension Period as provided 
in a specified Procedure for Market Rate Adjustment. Either 
party may opt not to exercise the extension option if it 
disagrees with the Market Rate Adjustment. If the Port 
exercises a Market Rate Adjustment, percentage rent would 
no longer be collected. 


Tenant's Early Termination 
Right: 


Tenant may terminate the Lease upon 180 days' notice during 
the Initial Lease Term. 


Port Project and Port 
Relocation Option: 


Port has the right to terminate the Lease on 180 days' prior 
notice to Tenant if the Premises are needed for a Port 
program or project. 

At any time after the first 18 months of the Lease Term, Port 
may relocate Tenant from the Premises to reasonably 
comparable space as shown approximately in Exhibit B-3 



-11- 



LEASE PROVISIONS 




within Seawall Lot 352 upon 180 days' prior notice to Tenant, 
which notice Port may deliver at any time after the first Lease 
Year. 


Maintenance and Repair: 


Tenant's sole responsibility. 


Utilities: 


Tenant's sole responsibility. 


Development Project: 


Port intends to make site improvements to leasable areas in 
the Backlands and to lease parcels for industrial uses 
consistent with applicable zoning laws and the Port's 
Waterfront Land Use Plan. 



3. Construction Contract 

The Agreement includes a provision authorizing the award of a construction contract to 
Sustainable Crushing Ventures for the placement of Fill Products on the surrounding 
Backlands, subject to approval by the Port Commission, the City Purchaser and the Board 
of Supervisors. This construction contract would be limited in scope: Sustainable Crushing 
Ventures would utilize its earthwork equipment to place and compact the Fill Products onto 
the Backlands according to Port-approved designs for a price not to exceed $3.50 per ton, 
payable by the Port in the form of rent credits. The Port may exercise this option in 
calendar year 2009, but not later. The total estimated value of this work is $350,000. This 
construction contract would be subject to a percentage goal for subcontracting participation 
by HRC-Certified Small and Local Economically Disadvantaged Business entities. 

The Port Commission may opt instead to bid this work as part of a broader construction 
project to improve 23 acres of the Backlands. 

Operations Plan 

Project Description: The operation will consist of the receipt of materials from construction 
sites in and around the City of San Francisco, the processing of these materials by 
crushing, screening and segregation into a variety of Fill Products, and the sale of these Fill 
Products. The Operations Plan will govern the construction materials recycling operation 
and the separate Services Contract under which Sustainable Crushing Ventures will crush 
the Existing Stockpile estimated to contain 90,000 tons of mixed inert debris and 30,000 
tons of concrete debris. 

Hours of operation for receiving debris loads, management of material stockpiles, and the 
sale of Fill Product will be from 6:00 a.m. to 4:30 p.m., Monday through Saturday. The 
hours of operation for material processing will be from 7:00 a.m. to 6:00 p.m., Monday 
through Saturday, until processing of the Existing Stockpile is completed. Thereafter the 
hours of operation for material processing of incoming new inert debris material will be from 
7:00 a.m. to 6:00 p.m. on an as-needed basis. Truck trips for incoming material will range 
from 25-100 per day. Sales of Fill Product are expected to range from 500 to 4,500 tons 
per day. 



-12- 



The facility will accept no more than 1 ,500 tons per day of the feedstock material, which is 
classified as 'inert debris Type A' under the California Code of Regulations Title 14 
§§ 17380 et seq. Type A material includes concrete, reinforcing material such as steel and 
fiberglass, roofing shingles, brick, slag, ceramics, plaster, and clay products. The operation 
will not require a Solid Waste Facility Permit from the CIWMB, but will be required to file a 
notification with the local enforcement agency, which is the Department of Public Health, 
and it will be subject to minimum operating standards as detailed in Title 14. These 
standards include: 

• limits on storage quantities (no more than 45,000 tons) - may not be applicable^ 

• limits on storage times before processing (variable) 

• monthly inspections by the local enforcement agency 

• record maintenance of quantities received, inventoried, processed, and sold 

Prior to execution of the Agreement, Tenant will submit, and Port's Executive Director will 
approve in her sole discretion, an Operations Plan that documents Tenant's procedures 
consistent with law, industry standards, best management practices and good house- 
keeping and provides a detailed description of Tenant's industrial activities and equipment, 
facility housekeeping, vector control, air quality, including dust control, and monitoring 
measures, water quality and stormwater pollution prevention measures, noise control 
measures, hazardous materials and waste management practices, and other best 
management practices. 

The Port will require adherence to dust control requirements of the Port's Southern 
Waterfront Supplemental Environmental Impact Report as a condition of approval of the 
Operations Plan. 

Local Economic Benefits 

The Lease provides that Sustainable Crushing Ventures will utilize Local Truckers (as 
defined in the City LBE ordinance) for not less than 60% of truck trips it controls. These 
trips will consist of deliveries of Fill Products to end users. 

Sustainable Crushing Ventures will commit to a community based hiring plan, utilizing 
Young Community Developers, Marinship, Operating Engineers Local No. 3 and Laborers' 
International Union of North America, Local 270. During the initial start up phase of the 
operation all employees will be employees of the existing parent companies: Raisch 
Products, SF Recycling and Disposal Company, Inc. and/or Norcal Waste Systems Inc. 
With the exception of these employees, all new employees of Sustainable Crushing 
Ventures will fall under its community based hiring commitment. 

In addition to community based hiring. Sustainable Crushing Ventures will make 
reasonable attempts to use local LBE subcontractors whenever possible, including in the 
design and/or construction of required improvements. Sustainable Crushing Ventures has 



^ CIWMB regulations provide for a waiver of the storage limit with evidence of appropriate financial 
assurance. 

-13- 



been utilizing an LBE contactor, Dynamic Construction Services, to prepare its Operations 
Plan and Injury and Illness Prevention Plan and for stormwater permitting. 

Public Outreach 

Port staff will present the terms of this proposed Agreement to the Southern Waterfront 
Advisory Committee (SWAC). Port staff has previously presented to SWAC regarding 
plans for addressing the Existing Stockpile, including the RFP for the lease opportunity. 
The item is on the February 25, 2009 SWAC meeting agenda. 

Regulatory Approvals 

The Agreement and the subsequent operation of the Construction Materials Recycling 
Center require the review and approval of a number of agencies enumerated in Exhibit C, 
including the San Francisco Department of Public Health and environmental review 
conducted by the San Francisco Planning Department. Sustainable Crushing Ventures is 
responsible for obtaining required permits prior to Port Commission consideration of the 
Agreement anticipated on March 10, 2009. ' 

Next Steps 

Port staff will return to the Port Commission with public comment from SWAC, its due 
diligence review of the proposed JV for Sustainable Crushing Ventures, an update 
regarding required regulatory approvals, and HRC goals for the proposed services contract 
and the potential construction contract. 

If the Port Commission approves the proposed Agreement, the Agreement will be subject 
to approval by the San Francisco Board of Supervisors. 



Prepared by: Brad Benson, Special Projects Manager 
Rich Berman, Regulatory Specialist 
Lawrence Brown, Financial Analyst 
James Hurley, Feasibility Analyst 



Attachments: 
Exhibit A: Scope of Services & Price Schedule 
Exhibit B: Maps 
Exhibit C: Sustainable Crushing Ventures, Inc. Permits & Regulatory Requirements 



14- 



Exhibit A: 
Scope of Services & Price Schedule 

Tenant to provide Port with copies of all tests, reports, and weight tags associated with the 
conduct of the following Scope of Services. 

ITEIV1 1. Crush Concrete, Asphalt, and Brick 

Crush and screen the estimated 100,000 tons of nfiixed concrete, asphalt, and brick in the 
Existing Stockpile. The Scope of Services for Item 1 is: 

1) providing all necessary labor and equipment to recycle this material into 1>^" 
minus fill; and 

2) stockpiling the recycled aggregates or products. 

Cost for IVi" minus fill: $5.00 per ton 

The finished material will be stored on adjacent Port property (not on the Premises) for use 
by Port or for sale by Tenant on behalf of Port. Tenant is not required to transport any Item 

1 Recycled Product to storage by any means other than a conveyor attached to crushing 
equipment. 

ITEM 2. Crush, Process, and Screen Concrete, Including Oversized Concrete and 

Concrete with Rebar 

Crush and screen the estimated 30,000 tons of mixed concrete with oversized and rebar- 
reinforced material in the Existing Stockpile stored on Parcel C. The Scope of Services for 
Item 2 is: 

1) providing all necessary labor and equipment to recycle this material into 
aggregates or useable products; 

2) preparing the oversized stockpile material to be recycled; 

3) segregating and transporting the rebar to an approved recycling center; and 

4) stockpiling the recycled aggregates or products. 

The Port expects that the concrete with oversized pieces and rebar will be optimally 
recycled as coarse recycled aggregate and recycled engineered fill. 

Cost for processing clean concrete: $5.50 per ton 

Cost for processing oversized concrete 

or rebar-reinforced concrete: $8.50 per ton 

The finished material will be stored on adjacent Port property (not on the Premises) for use 
by Port or for sale by Tenant on behalf of Port. Tenant is not required to transport any Item 

2 Recycled Product to storage by any means other than a conveyor attached to crushing 
equipment. 

-15- 



Port and Tenant have agreed to share any revenue from the sale of Item 2 Recycled 
Product 75% to 25%, respectively, to Port and Tenant. 

ITEM 3. Dispose Class III (Non-Hazardous) Material from Existing Pile 

Provide all labor and equipment to dispose of Class III non-hazardous material such as 
residual wood forms, garbage, trees, and other vegetative matter to an appropriate landfill. 

Cost: The cost for disposal shall not exceed the applicable rate established in the City's 
refuse rate setting process. 

ITEM 4. Provide Materials Testing 

Test products produced from the Existing Stocl<pile materials, as described below. 

Base Aggregate Test Requirements: 

Recycled aggregate (Item 1) will meet the following requirements: 

Aggregate Sub-base - Caltrans Standard Section 25 - Aggregate Sub-base, 

"Operating Range". 

Aggregate Base - Caltrans Standard Section 26 - Aggregate Base, 

"Operating Range". 

Coarse Aggregate - Gradation Test. 

Other Fill or Aggregate - Tenant to comply with appropriate regulatory 

requirements. 

The frequency of the tests will be no less than 1 test per 10,000 tons of material that is 
processed into aggregate or other materials. The testing will be performed by an 
independent agency, selected by Tenant, subject to approval by Port's Chief Harbor 
Engineer. 

Cost: Not to exceed $550 per test 

ITEM 5. Provide Hazardous Materials Testing 

Test products produced from the Existing Stockpile materials as follows: 

Collect one discrete sample for each 10,000 tons of product, comprised of a particle size 
distribution representative of the subject product and analyze the sample for CAM17 
metals, asbestos, total petroleum hydrocarbons and benzene, ethylene, toluene and xylene 
(BETX). The testing will be performed by an independent agency, selected by Tenant, 
subject to approval by Port's Risk Manager. 

-16- 



Tenant's Operations Plan will be required to include a contingency plan describing Tenant's 
proposed protocol for responding to test results indicating the potential presence of 
chemical constituents exceeding applicable standards, including segregation, containment, 
characterization, storage, and disposal. 

Results in excess of regulatory levels will result in a cessation of crushing operations and 
subsequent development of protocols with Port staff to properly Investigate and Remediate 
identified Hazardous Materials. 

Cost: Not to exceed $650 per test, excluding third-party costs to Investigate and 
Remediate. 

ITEM 7. Remediate Concrete Foundation and Remediate Underlying Soil 

Provide all labor and equipment to remove an existing concrete foundation, test, and 
segregate petroleum-impacted soil. Segregate and store in a closed container or visqueen- 
covered stockpile any visibly stained soil beneath the concrete foundation; test material as- 
needed; and transport off-site for disposal. Port will be considered the generator of 
petroleum-impacted soil and sign appropriate shipping papers or manifests. 

Cost: Not to exceed $5,000 

The costs above includes costs for Handling and Investigating soils segregated for 
disposal, but exclude unit costs for transportation and disposal of Class I (hazardous), 
Class II and Class III (non-hazardous solid) waste to appropriate disposal facilities. 

Class II (California Special Waste) Material 

Unit costs for disposal of Class II materials (should any be identified by testing) to an 
appropriate landfill, for quantities up to 1 ,000 tons. Port will be considered the generator of 
Class II material. 

Cost: Not to exceed $40 per ton 

Class I (California Hazardous Waste) Material 

Unit costs for disposal of Class I materials (should any be identified by testing) to an 
appropriate landfill, for quantities up to 1 ,000 tons. Port will be designated as the generator 
of hazardous waste identified by testing. All hazardous waste removed from the Premises 
will be manifested, shipped and disposed of under Port's site-specific Hazardous Waste 
EPA identification number. 

Cost: Not to exceed $90 per ton 



-17- 




g a » 



EXHIBIT B-3 



INITIALS: PORT: 



TENANT: 



DATE: 






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Exhibit C: 

Sustainable Crushing Ventures, Inc. 

Permits and Regulatory Requirements 



Inert Debris Type A - Notification Tier 

Department of Public Health, Local Enforcement Agency 

California Integrated Waste Management Board 

Permit for Solid Waste Transfer Station 
Department of Public Health 

Hazardous Materials Unified Program Agency Permit, including Hazardous Materials 

Business Plan 

San Francisco Department of Public Health 

California Environmental Quality Act (CEQA) 

San Francisco Planning Department, Major Environmental Analysis 

Stormwater Pollution Prevention Plan 

San Francisco Bay Regional Water Quality Control Board 

Air Permit To Operate 

Bay Area Air Quality Management District 



-1- 




PORTs 



SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



February 18, 2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Sliakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique A. Moyer 
Executive Director 




SUBJECT: Request for Authorization to partner with the San Francisco Conservation 
Corps in an application for Proposition 84 grant funding not to exceed 
$87,000 to support construction of the Amador Street Swales project. 

DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

Introduction 

Port staff requests that the Port Commission authorize a partnership with the San 
Francisco Conservation Corps (SFCC) to apply for grant funding under the California 
Proposition 84 program to complete the Amador Street Swales project. The Amador 
Street Swales project currently faces a budget shortfall of approximately $69,000. 
Labor and materials provided by the SFCC and paid for through the Proposition 84 
grant address will complete the landscaping portion of the project and create a $40,000 
reserve that will be applied to on-going maintenance of the swales. 

The Proposition 84 grant program requires that grantees commit to provide on-going 
maintenance for a period of ten years after project completion. Specific to the Amador 
Street Swales project, maintenance will include ongoing landscaping activities such as 
weeding, replacement planting and irrigation - efforts currently administered through the 
Port's maintenance division. This staff report requests authorization for the required 
maintenance commitment. Maintenance of the swales will require twenty to thirty 
hours a year of a gardener's time (less than $2,000 per annum). As gardeners are 
already maintaining similar landscape features along the Southern Waterfront, the grant 
obligation does not present a serious commitment of Port resources. 



This Print Covers Calendar Item No. 10A 



OF SAN FRANCISCO 



wiw M.m 



mHiii 



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E9H 



Background 

The Amador Street Swales project is one of a series of environmental justice initiatives 
currently underway along the Port southern waterfront in coordination with Supervisor 
Sophie Maxwell's office. The project comprises a series of vegetated channels and 
appurtenant landscape improvements that will convey and treat stormwater runoff from 
the recently constructed extension to Amador Street that connects Pier 92 to Pier 94 
along the Port's southern waterfront. The swales and immediately surrounding area will 
be landscaped with native grasses, bushes and trees. The Amador Street Swales will 
provide landscape open space amenities along Amador Street and will eventually help 
link wildlife habitat between wetlands at Pier 94 and Heron's Head Park. The . 
Engineer's cost estimate for the Amador Street Swales project is $211,100, which 
exceeds currently available funds by approximately $41,500. The project, originally 
slated to initiate construction in Fall 2008, has been put on hold until the funding 
shortfall is addressed. 

In October 2008 representatives from the SFCC approached Port staff with an inquiry 
as to whether any pending or on-going Port projects included a landscaping component 
that could be performed by SFCC employees using California Proposition 84 funds. 
Proposition 84, the 5.4 billion dollar "Safe Drinking Water, Water Quality and Supply, 
Flood Control, River and Coastal Protection Bond Act of 2006" (Safe Drinking Water 
Bond), has reserved funding for projects relating to natural resource protection and 
water pollution control. SFCC staff has been successful previously in securing 
Proposition 84 funds for landscaping projects, and is currently under contract with the 
Port to provide landscaping services along the waterfront. 

The Amador Street Swales project promotes policy goals articulated in the Proposition 
84 charter, and as such was viewed as an ideal candidate for funding. In partnering 
with the SFCC, the Port also achieves local policy goals related to promoting 
employment and professional development among youth in the Bayview-Hunters Point 
neighborhood. Work performed by the SFCC using the Proposition 84 grant funds will 
be separate from that performed subject to the Port's current youth employment 
contract with SFCC, 

The Port and SFCC presented the project to the Proposition 84 grant administrator at 
the California State Water Resources Control Board in December 2008, and have 
received tentative approval for $87,000 in funding pending completion of this year's 
California state budget process. In order to complete the grant application, SFCC 
needs a letter of support from the Port providing: 

1 ) authorization for SFCC to implement the project; and 

2) documentation of the Port's commitment to maintain grant-funded site 
improvements for ten (10) years 



Port staff seeks Port Commission approval to maintain the grant-funded site 
improvements for ten years. 

-2- 



Scope of Services 

The SFCC offers young people opportunities to develop themselves through job training 
and education programs, while addressing community needs through service work. 
Corps members work in teams on landscaping, recycling, playground renovation and 
community education projects that enhance the environment of San Francisco. 

SFCC staff will provide labor and materials to landscape the Amador Street Swales. 
The cost allocation for the Amador Street Swales project is shown in Table 1 . The Port 
will provide site grading, specialty contracting services and ongoing maintenance. This 
work and associated funding is separate from the Port's existing Youth Employment 
Contract with the SFCC. 

Funding 

The Amador Street Swales project is currently funded through Port capital project 
account CPO764-01 ("Environmental Justice Projects") in the amount of $169,545. 
Under the proposed agreement with the SFCC, the Port will pay for site grading and 
specialty contract work totaling $124,000. Proposition 84 funds would pay for $69,000 
in landscaping work. The addition of grant funding will allow for approximately $40,000 
of CPO-764-01 funds to be reserved for providing ongoing maintenance of the swales. 
The grant application includes a request for $18,100 in overhead and contingency 
funds. 

Table 1: Proposed Cost Allocation for Amador Street Swales Project 



Work Task 


Cost 


Lead Agency 


Clearing and Grubbing and Grading 


$45,000.00 


Port (staff) 








Install Culverts, Headwalls and Inlets 


$26,000.00 


Port (contractor) 








Asphalt Work 


$11,000.00 


Port (contractor) 








Install Irrigation System 


$17,000.00 


Port (contractor) 








Landscaping Soil and Amendments 


$25,000.00 


Port (direct purchase) 








Landscaping Labor Costs 


$62,000.00 


SFCC (Prop 84 Funds) 








Purchase Landscaping Material 


$7,000.00 


SFCC (Prop 84 Funds) 








Grant Overhead 


$10,200.00 


SFCC (Prop 84 Funds) 








Contingency 


$7,900.00 


SFCC (Prop 84 Funds) 








Ongoing Maintenance 


$40,000.00 


Port (staff) 








Project Total 


$251,100.00 




Funds Available 


$256,545.00 





Port Commission Action 

Port staff seeks Port Commission authorization to partner with the San Francisco 
Conservation (SFCC) to apply for Proposition 84 grant funding and to provide ten (10) 
years of maintenance for the swales once they are completed. If funding is granted, 
Port staff will return to the Port Commission for acceptance of the grant and contracting 
with SFCC. 



Prepared by: John Mundy, Utility Specialist 
Port Engineering Division 

For: Ed Byrne, Chief Harbor Engineer 



-4- 



PORT COMMISSION 
CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-10 

WHEREAS, The Port of San Francisco has committed to constructing vegetated 

swales along the Amador Street Extension connecting Pier 92 to Pier 94; 
and 

WHEREAS, The Engineer's Cost Estimate for the final Amador Street Swale design 
exceeds currently available funds; and 

WHEREAS, The San Francisco Conservation Corps has offered to partner with the 
Port in an application for a Proposition 84 grant that, combined with 
currently available funds, will provide funding necessary to complete the 
project; and 

WHEREAS, Proposition 84 grant funds are administered by the California State Water 
Resources Control Board and require that applicants commit to 
maintaining funded improvements for ten (10) years; now, therefore be it 

RESOLVED, That the Port Commission hereby authorizes the Executive Director to 
apply jointly with the San Francisco Conservation Corps to the California 
State Water Resources Control Board for $87,000 in Proposition 84 grant 
funds for the construction and maintenance of vegetated swales along the 
Amador Street extension connecting Piers 92 and 94; and, be it further 

RESOLVED, That the Port Commission hereby authorizes the Executive Director to 
make a commitment to the California State Water Resources Control 
Board that the Port will maintain the vegetated swales for a period of ten 
years after completion. 



/ hereby authorize that the foregoing resolution was adopted by the San 
Francisco Port Commission at its meeting of February 24, 2009. 



Secretary 




PORTc 



OF 
SAN FRANCISCO 



MEMORANDUM 



TO: 



FROM: 



February 18,2009 

MEMBERS, PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 



Monique A. Moyer 
Executive Directo 




SUBJECT: Informational Presentation on commencement of Embarcadero Design 

Standards Study - to review function and develop Standards to improve the 
quality of the pedestrian environment on The Embarcadero Promenade. 

DIRECTOR'S RECOMMENDATION: Information Only - No Action Required 

Overview 

The Embarcadero Design Standards is a project to evaluate and improve The 
Embarcadero Promenade/Herb Caen Way as a pedestrian circulation corridor and access 
way to Port facilities, and to further respond to the Port's mission of attracting people to the 
waterfront. The Design and Access Element of the Waterfront Land Use Plan provides 
context for the Embarcadero Design Standards (Standard), which are intended to provide 
more specific guidance to direct public improvements, and design criteria to guide Port 
tenant improvements within the Promenade. The Standard will be developed through a 
public process and proposals will be presented to the Port Commission, the Waterfront 
Design Advisory Committee, and in public workshops prior to seeking Port Commission 
endorsement. 

Background 

The Embarcadero Promenade/Herb Caen Way is the walkway on the waterside of The 
Embarcadero Roadway that currently extends from AT&T Ballpark at China Basin Channel 
to Pier 39 in the north. The completion of the Pier 43 Bay Trail Promenade project, one of 
the waterfront open space projects funded by Proposition A February 2008, will effectively 
extend the Promenade into Fisherman's Wharf, to Pier 45. At almost three miles long and 
providing more than 15 acres of public space, The Promenade is the spine that connects 
all northern waterfront parks and destinations and the place where many form their 
impressions of the waterfront. 

This Report Covers Calendar Item No. 11A 



iF SAN FRANCISCO 



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The Embarcadero Promenade was designed as part of the transformation of The 
Embarcadero from an industrial service road serving the piers, to a grand urban boulevard. 
Planning began in the mid-80's, and improvements were constructed from 1993 through 
2000. Previously, the waterfront was largely inaccessible to pedestrians, cut off by the 
elevated freeway and numerous rail tracks, and there was little reason for many to cross 
The Embarcadero. Today the Promenade is a heavily used public space and its use is 
expected to grow substantially as the Port continues to develop waterfront projects. As the 
only access to the Port's piers. The Promenade is not designated as a City sidewalk for 
exclusive pedestrian use; it must still accommodate maritime access and allow for 
bicycles. Thus, The Promenade is a multiuse pathway where during peak times conflicts 
may exist between many users as they compete for space. Currently, the useable 
circulation of The Promenade is reduced due to the varied placement of light poles, signs, 
litter receptacles, bike racks and public art. One of the key purposes of the Standard is to 
evaluate and recommend modifications to the location and installation of fixtures and street 
furniture to maximize public circulation and access along The Embarcadero Promenade. 

Since the Promenade's completion, many Port tenants and Port partner developers have 
proposed to add various site furnishings such as benches, cafe enclosures, awnings to 
bulkhead buildings, street trees and planters. For the most part the Port has not 
authorized these installations due to a lack of having consistent standards. The Design 
and Access Element of the Waterfront Land Use Plan sets a framework for design of 
public improvements along The Embarcadero, recognizing the importance of achieving a 
cohesive appearance for this important public space. The intent of the Standard is to 
provide more specific definition on the types and conditions under which such tenant 
improvements of public space should be allowed. The Standard also will be developed 
with an understanding of the relationship between such installations and the need to be 
compatible with the Embarcadero Waterfront National Register Historic District. 

Thus, the purpose of the Standard project will be to develop policies and design criteria to: 

• Enhance value of Port facilities with a well designed Promenade that is functional 
and aesthetically complementary to the waterfront environment; 

• Develop clear design direction for public-serving improvements along The 
Embarcadero for use by tenants, developers, staff, the Waterfront Design Advisory 
Committee and BCDC's Design Review Board, and the Port and BCDC 
Commissions; 

• Define and simplify the design review of public space installations and ensure they 
are consistent with the character of the Embarcadero Historic District; and 

• Continue Port efforts to provide responsible stewardship of The Embarcadero. 

Study Analysis 

The Standard study will rely on established policies, principles and design criteria adopted 
in the Waterfront Design & Access Element. In particular, the Waterfront Design & Access 
Element contains a policy to prepare design criteria consistent with the Public Access and 
Open Space policy "Character" in the Waterfront Design & Access Element, which states 
open spaces are to be designed as "an architectural backdrop to the waterfront's 
spectacular natural and built features". This policy shall direct the architectural character 
of design criteria for site furnishings. The Waterfront Design & Access Element also 

Page 2 of 4 



contains four general design principles to direct design criteria that state open space 
improvements should be: 

• Functionally Appropriate - first be functionally appropriate for their intended 
purpose. 

• Character - complement and enhance the waterfront setting. 

• Durability - materials should be selected and designed for permanence, waterfront 
conditions and a high level of public use. 

• Maintainable - open space elements should be designed for achievable 
maintenance requirements. 

The Embarcadero shares a layout and function common to the great boulevards of the 
world: it has a central circulation space, a building edge zone to offer identity to tenants 
and facilitate building entry, and there is a curb zone where there are street lights, signs 
and other street furnishings. 



Vehicle 
Lanes 



Bike 
Lane 



Street 

FurnJshines 

Zone 



Circulation 
Corridor 



Building 
Edge 
Zone 




Histaric 
Bulkhead 
Bijilding 



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The Promenade will be analyzed in these three zones and the Standard is expected to 
lead to amendments to the Waterfront Design & Access Element and possibly other Port 
codes to include: 

• Identification of changes to improve the circulation function of The Promenade and 
access to Port businesses on the piers, including consideration of removing certain 
elevated segments of the Art Ribbon; 

• Criteria for adding sidewalk cafe furnishings adjacent to bulkhead buildings; 

• Standards for adding site furnishings (e.g. benches, bike racks, litter receptacles, 
bollards, planters, sidewalk cafes, and awnings and canopies on bulkhead 
buildings) along The Promenade to further its visual identity and enhance the 
pedestrian experience of visiting the waterfront; and 



Page 3 of 4 



• standards for adding signage, public art, event banners, and other improvements 
that contribute to the quality of the waterfront. 

Ferry Building Area 

It is anticipated that the Standard study will include a tailored address of design standards 
specific to the Ferry Building frontage along The Embarcadero. Design criteria for the 
Ferry Building area will be different from The Promenade to reflect the special architectural 
and civic character of this waterfront location. Ferry Building design criteria will be 
prepared to address cafe furnishing improvements requested by Embarcadero facing 
tenants that include overhead weather protection, cafe railings, wind screens, planters, 
signage and lighting. 

Community Outreach 

Staff has conducted a detailed review of the existing conditions along The Promenade, as 
context for developing the Standard project, and have researched many other waterfronts 
internationally. Following the Port Commission presentation on February 24, 2009 there 
will be a presentation on March 9, 2009 at the joint meeting of the Waterfront Design 
Advisory Committee and BCDC's Design Review Board to review this information and 
proposed approach for the Standard. The Port also will hold public workshops beginning 
this spring to review the existing conditions of The Promenade, analyze The Promenade's 
evolved function, and contribute to the development of policies and design criteria. The 
Port will solicit public comments and inputs for Standard proposals, which will be further 
reviewed at public meetings of these design review boards and presented to the Port 
Commission later this year, prior to seeking endorsement and approval. 

The Standard proposal also will be presented for comment and discussion to the 
Embarcadero Transportation Task Force. This Task Force was formed to examine how 
The Embarcadero could best serve the changing land uses and transportation demands, 
including pedestrian circulation along The Embarcadero Promenade. The Standard are 
intended to address the shared use pedestrian area on the bay side of The Embarcadero 
Roadway consistent with the goals of the Task Force. Port staff also will coordinate with 
the San Francisco Planning Department to craft the Standard so that it provides design 
guidelines consistent with the Better Streets Program currently underway at the Planning 
Department. 

Funding 

The Standard will be developed primarily by Port staff. Minor supporting studies such as 
evaluation to changes in the Art Ribbon and changes to street signage may be requested 
later this spring to be funded out of the Port's FY 2008-09 Planning & Development 
Operating Budget for Professional and Specialized Services. 



Prepared by: Dan Hodapp, Senior Waterfront Planner 



Page 4 of 4 






PORTo^ - 

SAN FRANCISCO 



TO: 



FROM: 



MEMORANDUM 



February 19, 2009 

MEMBERS. PORT COMMISSION 
Hon. Rodney Fong, President 
Hon. Stephanie Shakofsky, Vice President 
Hon. Kimberly Brandon 
Hon. Michael Hardeman 
Hon. Ann Lazarus 

Monique Moyer/lyVla^^^ 
Executive Director 



SUBJECT: Request approval (1 ) to award the SWL 351 development opportunity at 
Washington and The Embarcadero to San Francisco Waterfront Partners 
II LLC and (2) to enter into exclusive negotiations to explore a mixed used 
development project combining SWL 351 with the adjacent privately 
owned Blocks 168, 171 and 201 

DIRECTOR'S RECOMMENDATION: Adopt Attached Resolution 

EXECUTIVE SUMMARY 

This staff report provides information on the result of the Request for Proposals ("RFP") 
offered in 2008 to develop SWL 351, currently a surface parking lot, located on The 
Embarcadero at Washington Street. This report analyzes the qualified and responsive 
proposal received from San Francisco Waterfront Partners II LLC (SFWP). SFWP has 
proposed to combine SWL 351 with the adjacent privately owned Golden Gate Tennis 
and Swim Club (GGTSC) site, for which it has an option to purchase. This proposal 
would allow the entire block bounded by The Embarcadero, Washington and Drumm 
Streets to be developed as one 3.2 acre project. 

Based on the analysis presented in this report, Port Staff recommends that San 
Francisco Waterfront Partners II LLC be awarded the opportunity to enter into an 
Exclusive Negotiation Agreement (ENA) with the Port for development of SWL 351 as 
part of a larger mixed use project. 



This Print Covers Calendar Item No. 118 



L P SAN FRANCISCO 



FAX 415 274 0528 



WEB sfDort.com 



BACKGROUND 

Seawall Lot (SWL) 351 is a nearly triangular site with a 358-foot frontage along The 
Embarcadero Roadway with a mere 26-foot frontage on Washington Street. This site 
was identified in the Waterfront Land Use Plan as a mixed use development opportunity 
site. On July 8, 2008, the Port Commission authorized issuing a Request for Proposals 
(RFP) for SWL 351 specifying development and design objectives and minimum 
financial terms. Extensive analyses of the site were presented in Staff Reports for the 
February 12, 2008, May 27, 2008, and July 8, 2008 Port Commission meetings. 

Two proposals were received on December 19, 2008 from San Francisco Waterfront 
Partners II LLC (SFWP) and a development team led by Dhaval Panchal. Unfortunately 
on January 8, 2009, Mr. Panchal's group withdrew its proposal for a 200 room hotel 
project. 

On January 13, 2009, the Port Commission received an informational presentation that 
included a summary of the outreach process for the RFP and a presentation by SFWP. 
Public testimony was also received. 

SAN FRANCISCO WATERFRONT PARTNERS PROPOSAL 

San Francisco Waterfront Partners II LLC is a joint venture between Pacific Waterfront 
Partners, LLC (PWP) and the California State Teachers Retirement System (CalSTRS). 
These same entities were the principals in the Piers 172-3-5 Project completed in 2007. 

The proposal includes two 8 story condominium buildings of 84' in height and containing 
approximately 140-170 residential condominiums as well as ground floor restaurants 
and retail spaces on the portion of SWL 351 south of Jackson Street. Skidmore, Owings 
and Merrill is the building architect. The landscape architect for the parks and open 
space is Peter Walker & Partners. A 48' wide portion of the site will become public open 
space, along the Jackson Street right-of-way. The portion of the site north of the 
Jackson Street right-of-way includes a one-story health club building with roof top pools 
and 4 outdoor courts. 

An underground public parking garage with 90 to 250 parking spaces available for 
waterfront visitors is proposed under the combined site. Additional parking for the 
residential units will require a potential total subterranean parking facility of 420 spaces. 
A variant of the proposal includes an additional restaurant facing the proposed park. 
This optional restaurant and park areas are proposed as Port owned properties subject 
to the public trust. In exchange for that land, portions of SWL 351 would be transferred 
to SFWP. In addition to the proposed land swap, ownership of those portions of the 
underground public parking garage located under the privately owned land would be 
conveyed to the Port subject to a 66-year ground lease of the garage back to SFWP. 
The Port would participate in the revenue stream from public parking and the optional 
restaurant, if built. 

The residential condominiums would be sold. The developer would lease the retail and 
restaurant portions of the project to private operators. The developer or future 

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transferee would own the private recreation club. The developer would operate the 
public parking garage and be responsible for all operating costs of the site, including the 
parks and public areas. 

Appendix A provides a summary of the project and financial terms proposed. Drawings 
for the project were part of the January 13, 2009 Port Commission presentations. More 
detailed information from SFWP is posted on the Port's project website, 
www.sfport.com/swl351 . 

PROPOSAL EVALUATION PROCESS 

Port staff, aided by consultants and an evaluation panel, evaluated the SFWP proposal 
using the criteria provided in the RFP as shown in Table 1. As only one proposal was 
evaluated, its consistency with each of the RFP criteria was assessed qualitatively 
rather than using a numeric scoring system. 



Table 1 
SWL 351 RFP Evaluation Criteria 

Developer Team Experience, Qualifications, and Financial Capability (30 Points) 

■ Experience in developing projects of comparable size, land use, visibility and expense, 
especially for projects located in the San Francisco Bay Area. 

■ Experience in securing entitlements for projects of comparable size, land use and 
visibility, including experience in organizing successful community participation and 
support, especially for projects located in the San Francisco Bay Area. 

■ Experience of respondent's team members and key personnel. 

■ The respondent's ability to finance the proposed project. 

■ The respondent's overall financial track record. 

Proposed Development Design and Program (35 Points) 

■ Consistency of proposed design and use program with the design and development 
objectives. 

■ The design and architectural quality and constructability of the proposed design concept 
for this site. 

■ The reasonableness and feasibility of the respondent's proposed development concept 
in achieving the Port's objectives. 

■ The probability of obtaining approvals for the proposed design, given the physical and 
legal constraints on development. 

Proposed Financial Terms (35 Points) 

■ The proposed annual rent for the site, which shall not be lower than the specified 
minimum rent. 

■ Additional revenues from all participation structures proposed. 



The evaluation is discussed below. Supporting documents are provided in the 
appendices. Keyser Marston Associates (KMA) assisted by Robin Chiang provided a 
third party analysis of how well the SFWP proposal met the RFP Design and 
Development Objectives (Appendix B). Lawrence Brown of the Port's finance division 
reviewed the confidential financial statements and contributed to the financial analysis. 

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An evaluation panel of parties with experience in real estate economics, land use 
planning and architecture/urban design reviewed the proposal against the RFP 
objectives and criteria. This panel, with KMA and Staff, interviewed the SFWP team on 
January 30, 2009. Appendix C summarizes the panel's findings. 

The evaluation panel consisted of: 

■ Lisa Zayas-Chien, Project Manager, Bayview Hunters Point Project Area, San 
Francisco Redevelopment Agency 

■ Kurt Fuchs, Senior Economist, Office of Economic Analysis, City and County of 
San Francisco 

■ Cathy Merrill, President, Merrill Morris Partners, a San Francisco based 
landscape architectural and planning firm. Cathy also serves as chair of the 
Northeast Waterfront Advisory Group 

EVALUATION OF SFWP PROPOSAL 

Experience, Qualifications, and Financial Capability 

The development team has extensive experience with waterfront development in San 
Francisco and condominium development worldwide. PWP's principals were the 
managing partners in the following projects: Piers 172-3-5, The Watermark, 
Embarcadero Center, the Pan Pacific (now JW Marriot) Hotel, and Marina Square 
(Singapore). High quality architects and other professionals are proposed for the 
project. The evaluation panel noted that PWP has not done a condominium project in 
San Francisco (although one of its key staff developed the Watermark for another firm 
and PWP has developed condominiums in other areas.) Overall, the evaluation panel 
and consultant analysis found that this is a very capable development team with an 
excellent track record for the type of project proposed. 

SFWP is a single purpose development stage company formed with PWP as its 
managing member with one percent ownership interest and CalSTRS with a ninety-nine 
percent ownership interest. CalSTRS is a very large and seemingly financially strong 
pension fund. The total cost of the proposed Project represents only a small percentage 
of CalSTRS' investment portfolio (only 1 .7 percent of its real estate assets and 0.3 
percent of net assets). CalSTRS like all financial entities has been affected by recent 
market events. Though no financial statements are currently available past June 2008, 
CalSTRS, like all pension funds, invests for the long term, and current market 
disruptions might not affect its investment strategy or operations. 

SFWP's proposed 8 Washington Project has an estimated total development cost of 
$346 million. The Project will be financed by a combination of a construction loan and 
equity investment. Staff expect that this Project will require equity of at least $87 million 
to $121 million (25 to 35 percent of total development costs). 

SFWP's proposal includes a letter from CalSTRS to the Port dated October 30, 2008 
stating CalSTRS expects to make an equity contribution in the range of $100 million for 
the Project and that it understood that a construction loan, construction guarantees, and 

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lease guarantees may be asked of CalSTRS. In a subsequent conversation with the 
CalSTRS investment officer, Port Staff confirmed that CalSTRS' investment committee 
approved a $100 million investment in this Project with $14 million expended to date. 
CalSTRS is actively involved in ongoing review of project direction and feasibility 
assessments. One of the contributions that CalSTRS brings to the Project is its 
creditworthiness in securing the predevelopment loan and construction funding. Port 
Staff's opinion is that CalSTRS has the financial resources and ability to provide the 
equity and, if needed, construction financing for the Project. 

Given that CalSTRS' role is vital to funding the Project, Port Staff recommends that prior 
to execution of the ENA an updated commitment letter be received from CalSTRS 
indicating continuing interest in the Project and review of current financial statements. 

Proposed Development Design and Program 

Beginning with the Waterfront Land Use Plan and its Design and Access Element, Port 
Staff worked with the community to structure the design and development objectives in 
the RFP. The objectives strive to achieve a high quality project within the constraints of 
providing a minimum of 90 public parking spaces to serve the waterfront visitors. 

The evaluation panel and the KMA analyses found that overall the proposed project is 
consistent with the Port's design and development objectives. Particular strengths of the 
project are: 

■ Reopening Jackson and Pacific Streets as pedestrian rights-of-way 

■ 90 to 250 waterfront visitor parking spaces to serve the Ferry Building but minimize 
impacts on The Embarcadero 

■ Active uses at the corner of Washington and The Embarcadero 

■ High quality design and materials 

■ Extensive open space 

■ Retention and upgrade of the non-conforming private recreational use that has a 
very loyal current user base 

The evaluation panel and consultant analysis observed the project could better address 
the following objectives: 

■ To define the north edge of adjacent open space (Sue Bierman Park), new 
development should acknowledge the massing and street enclosure relationship 
with the bulkhead buildings across The Embarcadero (e.g., bold forms of similar 
height, constructed to The Embarcadero edge). 

■ Primary uses and pedestrian entrances should face The Embarcadero, and 
incorporate lighting and other amenities to create enlivened street activity. 

■ Activate and revitalize the waterfront edge during the evenings and weekends to 
complement the weekday office uses in the adjacent downtown buildings. 



■ Create an enlivened pedestrian experience along The Embarcadero and 
Washington Street by considering multiple uses and storefronts on the ground floor 
and well located public open space on the site. 

The design review analysis found that, if compared to restaurants or retail uses, the 
private club and residential uses bring less of an enlivened pedestrian experience. The 
proposed design attempts to soften the interface between the public and private parts of 
the project through location of uses and design elements. An interesting design 
challenge is how to address the call for "bold forms" in the Port's objectives with the 
desire for quality pedestrian experience. 

Overall, the conceptual project design and use program meets the objectives of the 
RFP. Further design refinement will occur as the project moves fonA/ard. 

Proposed Financial Terms 

Starting one year after the commencement of operations of the parking garage, SFWP 
proposes to pay the greater of (1 ) a minimum rent of $500,000 per year or (2) 
participation rent of 15 percent of the gross parking revenues (after tax) from the 90 
public parking spaces and 15 percent of the rent received from the optional restaurant 
(if it is included in the Project). The minimum rent increases annually between 3 and 5 
percent, unless comparable situations in the downtown market indicate differently. 
SFWP did not expressly state how the annual increases would be evaluated against 
comparable situations in the downtown market, leaving clarification of this to the lease 
negotiations. 

The project pro forma does not show the Port receiving more than the guaranteed 
minimum rent (growing at the floor rate of 3 percent per year) for the full 66 years of the 
project. Staff and consultants identified a number of concerns with this projection - 
including the potential for higher parking income than shown and for growth in the 
restaurant rent over time. Staff recommends a thorough evaluation of the project 
economics and the potential for Port upside participation as part of the negotiation of the 
business terms of the project. 

This project proposes to "swap" development rights on SWL 351 for privately owned 
portions of the combined 3.2 acre site so that the residential and most of the 
commercial portions of the final project will not be on Port owned land. After the 
proposed transfer, the Port would own park areas, the public parking garage, and the 
optional restaurant, if built. Such an exchange requires concurrence of the State Lands 
Commission that the proposed exchange serves the mission of the public trust to foster 
the public's enjoyment of the waterfront and represents a fair market value transaction. 
Further policy, land use, and economic analyses will be needed to justify the public trust 
exchange. 

Real estate valuation methodologies recognize a synergistic "assembly value" created 
by combining multiple parcels so that the value of the whole is greater than the sum of 
the parts. This may be particularly true here where adding SWL 351 to the privately 
owned land offers a much greater waterfront frontage. As the Port moves forward with 
considering this project on the combined sites, a fair market value analysis will be 



needed to support the rent terms, which may differ from the rationale used to set the 
minimum rent for the RFP. 

Although the proposal meets the minimum rent requirements of the RFP, the panel and 
consultant review raised questions as to whether the proposed increases to minimum 
rent, participation rent terms, and participation in sale or refinance proceeds are fully 
consistent with the terms of the RFP. The specifics of these deal points will be 
addressed in the term sheet for the project. 

Overall, Staff finds that the financial proposal is responsive to the RFP and provides a 
sufficient basis for entering into negotiations for the project. 

ADVISORY GROUP AND PUBLIC COMMENT 

The Port has received substantial public comment on this proposed project. Public 
testimony was received at the January 13, 2009 Port Commission meeting, discussion 
ensued at the February 4, 2009 Northeast Waterfront Advisory Group (NEWAG), and 
44 emails and letters have been received regarding this property. This section 
discusses the public comment received and the consideration at the NEWAG meeting 
on February 4, 2009. 

Public Concerns 

Appendix D includes the communications received about this project since the receipt of 
proposal in December 2008. Both in these communications and at the January 13, 2009 
meeting, the Port has heard support for the project as well as concerns raised by 
citizens and neighbors. 

Calls for the Port to move forward with the SFWP proposal cite the following reasons: 

■ High quality developer and design 

■ Public parking for farmers market and waterfront businesses 

■ Support for additional housing and restaurants 

■ Recognition of the extensive publicly accessible open space in the project 

■ Support for the Port realizing the goals of its capital plan. 

There is still a vocal group of citizens that wants no change, or in particular, wants no 
change to the existing Golden Gateway Tennis and Swim Club. A number of concerns 
about process have been voiced. Questions continue about whether the Port should 
wait until the economy improves to undertake this project. Concerns are voiced about 
how the building heights will impact views and the pedestrian experience. 

Citizens have called for an update of the Waterfront Land Use Plan prior to moving 
forward with the project. Staff notes that on December 9, 2008, the Port Commission 
heard a presentation that reviewed the status of the Waterfront Land Use Plan and 
identified areas in need of review. In particular, the area from Broadway to Northpoint 
Street, the Northeast Waterfront, was identified for further planning to address 

-7- 



transportation, land use, and other planning concerns. Port and City Planning 
Department Staff have been discussing the best manner in which to undertake this 
planning effort. 

Northeast Waterfront Advisory Group Review 

Prior to the receipt of proposals for SWL 351 , NEW AG designated several of its 
members (Alec Bash, Diana Taylor, Carol Parlette, and Arthur Chang) to review the 
proposals closely and recommend how NEWAG should consider them and provide 
input to the Port Commission's process. The Committee reviewed the proposal and 
generated 22 questions. At the February 4, 2009, NEWAG meeting, Port Staff and 
SFWP partners provided answers to the questions. , 

Big picture items raised by the NEWAG subcommittee include how this effort relates to 
open space planning in the area underway by the Planning Department, how height 
issues will be resolved, what was the status of requirements to retain the club as part of 
the Golden Gateway project, questions on the feasibility of the project given constraints, 
and clarifying questions. Staff explained that the open space planning lead by Dean 
Maoris and David Alumbaugh will focus on the current open spaces in the area: Sue 
Bierman park, Justin Hermann Plaza including the portion between Market and Mission 
and Harry Bridges Plaza. Initial information about these efforts will be available in April. 
SFWP provided answers to the other questions. Appendix E includes the questions and 
the response prepared by Port Staff and SFWP to the questions. It also includes 
response from SFWP to additional questions raised at the NEWAG meeting. 

NEWAG members had a very brief discussion and then opened the conversation to 
public questions and concerns. Public comment received at the February 4, 2009 
meeting was lively and is shown in Table 2 below. Including a brief presentation by 
SFWP, the SWL 351 discussion at the February 4, 2009 meeting lasted for almost two 
hours. NEWAG members asked for more time to consider their recommendation to the 
Port Commission and suggested there be a NEWAG meeting in March to further 
discuss this item. 

• 

On February 19, 2009, the Port Commission received a letter (see Appendix F) from 
Supervisor David Chiu calling for a planning process to consider the community 
concerns regarding this project and the potential for development on other Port surface 
parking lots along The Embarcadero. In other areas of the City, the Planning 
Department has successfully lead brief, focused community planning processes that 
resolved concerns regarding new development. The Port welcomes the Planning 
Department involvement in such a planning effort for its seawall lots between 
Washington and North Point Streets. 

Port staff acknowledges the need to work further with the community to refine the 
project. SFWP has also indicated its interest in addressing concerns. At a March 2009 
meeting of NEWAG, Staff would like to engage the community in a discussion of how to 
structure a successful planning effort to refine the proposed development project on the 
3.2 acre site. 

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Table 2 

Summary of Public Comment at February 4, 2009 NEWAG Meeting 

Open space/ Amenities/Recreation 

Park is a bait and switch to remove public trust from SWL 351 

Loss to 600-700 kids using tennis courts in the summer 

Need a comparison of amount of open air recreation space currently to the future open air 

recreation space. 

GGTSC is not an exclusive private club: any one can join; nonmembers and guests attend 

100% of the existing recreation must be replaced 

Pool users pitted against tennis players 

Scale/Massing 

Density is great 

Creates a wall from the pedestrian perspective on west side of Embarcadero 

Tennis courts are a wall now 

Need open pedestrian circulation on west side of Embarcadero/ No buildings 

Remove wretched parking lots 

Can we reduce height? 

Concerns about 84 feet 



Uses/Parking 

Parking supports the farmers market 

Why have egress on Washington which will bring traffic into the neighborhood put on The 

Embarcadero 

Challenge need for parking: where else in the city can you find parking? 

Look to bring uses to project support farmer's market 

More parking increases congestion and traffic. Is all the parking needed? 

Block 202/203 garage was too expensive. Why will this work 

Exploratorium EIR shows surplus of parking 

Mixed use is great 

Retain the public trust 

Price of housing/second homes will not support retail 

Retain public zoning 

Process 

Need more time 

Coordinate with WETA expansion and Exploratorium technical study on parking 
Focus on SWL 351 only not GGWTSC site/ Why combine 351 with GGTSC? 
' Why tie up SW 351 rather than lease parking from Embarcadero Center and develop SWL 351 
later? 

Not enough material provided for review 
What investigation has been undertaken of funding of project 
When will public trust requirements be analyzed? 
Is the lack of response to RFP due to feasibility of project? 
Work with the proposal in hand 
Need moratorium on development until the WLUP is reviewed 



EXCLUSIVE NEGOTIATIONS PROCESS 

The Port Commission, under its powers, and the terms of the RFP, has the sole 
discretion to award the development opportunity. Upon the Port Commission's award. 
Port staff and SFWP would negotiate the terms of an Exclusive Negotiation Agreement 
("ENA"). As called for in the RFP, the ENA will contain time and performance 
benchmarks, including provisions for payment of liquidated damages and termination for 
non-performance, and provide for the developer to fund the Port's costs associated with 
project planning and review. The ENA will set forth the Port's commitment to not enter 
negotiations concerning the Site with any other party (other than for parking use) during 
the exclusive negotiation period. 

During the period of exclusive negotiations, the following events are anticipated: 

■ Review and refinement of the proposed development project to respond to Port 
and public concerns. 

■ A lease and related documents for the lease and development of the site in a 
final form approved by the City Attorney's Office will be negotiated incorporating 
specific terms, including the Port's and developer's respective responsibilities, 
the economic parameters, development standards and requirements, and a 
performance schedule. 

■ The developer will complete its due diligence review of the site, finalize financial 
projections and complete preliminary site plans, including elevations and 
renderings for the site. 

■ The developer will secure financial commitments for the proposed project from 
lenders and/or equity sources and preliminary sublease commitments from 
proposed anchor tenants. 

■ The developer, with the Port's cooperation, will complete the project approval 
processes and any required environmental review. 

The ENA is the agreement between the parties governing how the required agreements 
will be negotiated. It specifies time frames and milestones for Port Commission, 
Planning Commission and Board of Supervisors review and approval. It will also specify 
negotiation fees and recovery for Port project costs. Entering into negotiations is not an 
approval of the project, nor does it commit either party to the project. As outlined in the 
RFP and the SFWP proposal, numerous policy actions must be taken for this project. 

If the Port Commission chooses to award this opportunity to SFWP, Port staff 
recommends entering into an ENA for a nine month period with two possible extensions 
of six months each. The initial nine months will allow time for additional community 
planning and development and publication of an environmental impact report 
considering the Project and possible alternatives. 

In addition to the standard terms of a Port development project ENA, this ENA will 
address the following milestones for project review: 

1 . Engage in a planning process to respond to continuing community concerns 
about height and massing. This process will consider the entire 3.2 acre site. 

2. Development of a term sheet for review and approval by the Port Commission. 

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That term sheet will include at a minimum the following terms: 

■ Guaranteed minimum rent ($500,000 per year), annual increases, 
percentage rent and Port participation in sale and financing proceeds must 
be set at fair market value and must comply with the terms indicated in the 
RFP. 

■ The developer will be responsible for all development and operating costs of 
the project and any land exchange or lease agreement will include provisions 
to ensure the Port has no ongoing costs from this project in perpetuity. 

■ Port interest in the land will not be subordinated to any debt or claim. 

■ The transaction documents should include specific requirements for creating 
and retaining public parks, open space, active recreation and public parking 
as permanent conditions of the project. 

3. Public trust analysis to consider the proposed transaction structure. 

■ Evaluation of the fair market value of SWL 351 . 

■ Consideration of a hotel use in the project to further the enjoyment of visitors 
to the waterfront and reinforce the success of the Ferry Building waterfront. 

■ Review of parks, open space, and private recreation uses planned for the 
project to consider conformity with public trust. Consideration of requiring 
commitments from the developer to recreational programs and activities that 
are open to the public on a day use basis in both the indoor and outdoor 
spaces. 

To verify that underlying premises of the SFWP proposal are still valid, the Port shall 
require and evaluate the following items prior to entering into the ENA: 

■ The most recent financial statements from SFWP, PWP, and CalSTRS. 

■ A current letter from CalSTRS indicating continuing commitment to the Project. 

■ A copy of the purchase contract or option agreement with Golden Gateway 
Center, a California limited partnership, the owner of the Golden Gateway 
Tennis and Swim Club site. 

■ A copy of the appraisal of SWL 351 that is referenced in the proposal. 

RECOMIVIENDATION 

Based on the assessment of the proposal using the RFP evaluation criteria. Port staff 
recommends that the Port Commission (1 ) award the SWL 351 development 
opportunity to San Francisco Waterfront Partners II LLC and (2) enter into exclusive 
negotiations to explore a mixed used development project combining SWL 351 with the 
adjacent site. 

The attached resolution authorizes the Executive Director to enter into an ENA with 
SFWP that meets the terms stated above. 

-11- 



Prepared by: Kathleen Diohep, Project Manager 

Jonathan Stern, Assistant Deputy Director, Waterfront Development 
Lawrence Brown, Financial Analyst 

For: Byron Rhett, Deputy Director, Planning & Development 



Appendices 

A. Summary of SFWP Proposal 

B. Keyser Marston Associates Evaluation 

C. Evaluation Panel Summary 

D. Public Comments 

E. Reponses to Clarifying Questions - NEWAG, Public, and Port 

F. Letter from Supervisor Chiu 



■12- 



PORT COMMISSION 

CITY AND COUNTY OF SAN FRANCISCO 

RESOLUTION NO. 09-12 

WHEREAS, Charter Section B3.581 empowers the Port Commission with the authority 
and duty to use, conduct, operate, maintain, manage, regulate and control 
the lands within Port jurisdiction; and 

WHEREAS, The Port owns an approximately 27,937 square foot parcel at Seawall Lot 
351 (SWL 351), located at Washington and The Embarcadero, which 
provides short-term parking to serve visitors to the waterfront; and 

WHEREAS, The Waterfront Land Use Plan included a development standard for SWL 
351 to "Explore the possibility of obtaining economic value from Seawall 
Lot 351 by combining it with the adjacent Golden Gateway residential site 
[8 Washington Street] to provide expanded opportunities for mixed 
residential and commercial development;" and 

WHEREAS, The Port Commission held informational hearings on April 11, 2006, 
December 1 1 , 2007. February 12, 2008, and May 27, 2008 on this 
opportunity; Staff conducted a public outreach workshop on April 14, 
2008; and the Northeast Waterfront Advisory Group discussed policy 
options for this project on April 2, 2008 and provided input to the design 
and development objectives on June 4, 2008; and 

WHEREAS, On July 8, 2008, the Port Commission by Resolution No. 08-45 authorized 
and directed Port staff to issue a request for proposals for SWL 351 to 
achieve certain development objectives building upon the direction in the 
Waterfront Land Use Plan for the site; and 

WHEREAS, Pursuant to the RFP issued on November 10, 2008, two parties submitted 
timely proposals to the Port: San Francisco Waterfront Partners II LLC; 
and a development group lead by Dhaval Panchal (who later withdrew its 
proposal); and 

WHEREAS, Port staff convened an evaluation review panel of three persons with 
experience in real estate economics, land use planning and 
architecture/urban design to review the proposal against the RFP 
objectives and criteria and contracted with Keyser Marston Associates, 
Inc. (KMA) do a similar review; and 

WHEREAS, The evaluation panel. Port Staff, and its consultants (KMA) found that 
SFWP has the qualifications to undertake the project proposed, the 
proposed project complies with the development objectives identified in 
the RFP, and that the proposed financial terms meet the RFP terms as 
originally issued; and 

WHEREAS, The Port Commission has reviewed and evaluated the summary and 
analyses prepared by Port staff, the evaluation panel and KMA of the 

-13- 



SFWP proposal, has reviewed the Port staff recommendations set forth in 
the Staff Report accompanying this resolution, has considered the public 
testimony on January 13, 2009 and February 24, 2009 on this matter 
given to the Port Commission, and has determined that the proposal by 
San Francisco Waterfront Partners II LLC meets the requirements set out 
in the RFP and achieves the Port's objectives for SWL 351; now therefore 
be it 

RESOLVED, That the Port Commission hereby awards to San Francisco Waterfront 
Partners II LLC the opportunity to enter into an Exclusive Negotiation 
Agreement (ENA) to explore including SWL 351 in a mixed use 
development project in combination with the adjacent site, and authorizes 
and directs the Executive Director of the Port, or her designee, to enter 
into an ENA consistent with the terms in the Staff Report accompanying 
this resolution and in such form as approved by the City Attorney, with the 
understanding that the final terms and conditions of any development 
agreement, lease or other transaction documents negotiated between the 
Port and San Francisco Waterfront Partners II LLC during the exclusive 
negotiation period will be subject to the approval of the Port Commission; 
and be it further 

RESOLVED, That the Port Commission reserves the right, if negotiations with San 

Francisco Waterfront Partners II LLC are unsuccessful and do not lead to 
approval of a development agreement, lease and related documents to 
undertake other efforts including, but not limited to, issuing a new request 
for proposals, at the Port Commission's sole discretion; and be it further 

RESOLVED, That entering into the ENA does not commit the Port Commission to 
approval of a final lease or related documents and that the Port 
Commission shall not take any discretionary actions committing it to the 
project until it has reviewed and considered environmental documentation 
prepared in compliance with the California Environmental Quality Act 
(CEQA); and be it further 

RESOLVED, That the Port Commission hereby authorizes the Executive Director of the 
Port, or her designee, to waive or extend the times established in the ENA 
for performance specific objectives under the ENA including, without 
limitation, the right to condition such waiver or extension on additional 
performance objectives or other conditions required by the Port 
Commission in its sole discretion, provided that the extension does not 
extend the term of the ENA. 

/ hereby certify that the foregoing resolution was adopted by the Port 
Commission at its meeting of February 24, 2009. 



Secretary 
■14- 



Appendix A 
Summary of San Francisco Waterfront Partners 11 LLC Proposal 

Developer A partnership between Pacific Waterfront Partners, LLC (PWP) and the 

California State Teachers Retirement System (CalSTRS). PWP's 
principals were the managing partners in the following projects: Piers VA- 
3-5, The Watermark, Embarcadero Center, the Pan Pacific (now JW 
Marriot) Hotel, and Marina Square (Singapore). Skidmore, Owings and 
Merrill are the architects on the SFWP team. 



Project Proposed 



Recreation Club 



An 8 story condominium building of 84 feet in height and containing 
approximately 70-85 residential condominiums as well as ground floor 
restaurants and retail spaces on the southern portion of SWL 351 . A 48 
feet wide portion of SWL 351 will be opened up as part of a new public 
open space, the Jackson Street Commons. The portion of SWL 351 north 
of the Jackson Street right-of-way has a one story health club building 
with roof top pools. 

Portions of the two buildings will extend onto land not owned by the Port 
by combining SWL 351 with the adjacent 2.5 acre Golden Gateway 
Tennis and Swim Club site that SFWP has an option to purchase. An 
additional 8 story residential condominium building with 70-85 units, 
underground residential parking, a rebuilt tennis and swim club with 4 
outdoor courts, two swimming pools and 12,000 square foot fitness 
center, and public open space are proposed on the privately owned site. 

An underground public parking garage with 90 to 250 parking spaces 
available for waterfront visitors is proposed under the combined site. A 
variant of the developer's proposal includes an additional restaurant 
facing a newly created park. Both park areas and this optional restaurant 
would become Port owned properties. 

Golden Gateway Tennis and Swim Club to be rebuilt and transferred back 
to Golden Gateway Center. 



Club to include 4 outdoor tennis courts (reduced from 9 currently). Two roof top pools and a 

12,000 square foot fitness building. 



Financial Terms 



Minimum Base rental payment to Port of $500,000 per year starting one 
year after commencement of parking garage operations. 

Participation Rent, the Port receives the greater of the Minimum Base 
Rent or 15% of parking garage gross receipts (net of parking taxes) and 
15% of the optional restaurant rent, if built 

Construction period rent of $60,000 per year. 

Base Rent would be adjusted by CPI annually with the minimum range of 
3% and maximum of 5% at each adjustment unless comparable 
situations in the downtown market indicate differently. 



In year 30 and every 10 years thereafter, rent is adjusted to fair market 
value. 



Financial Terms 
Larger Garage 



Management Plan 



Transaction 



At the time of a sale or refinance by developer, Port may elect to either 
"cash-out" its participation interest in the lease from net proceeds of sale or 
refinance and forego future percentage rent, or continue to receive 
percentage rent. 

Under the ground lease and related transactional documents, the 
developer would assume all financial risks for development, entitlements, 
construction, maintenance/repairs, and operation of the project. 

250 car public garage option changes several financial terms 
Base rent is $120,000 per year; CPI collared at 2% to 4%. 

Port receives ownership of 90 spaces of garage only. 

Port receives greater of base rent or 15% of gross receipts from the Port's 
share of the Public Garage (net of parking taxes) plus 15% of gross rent 
received for the optional restaurant, if built. 

The residential condominiums would be sold. The developer (or future 
transferee) would secure tenants for the retail and restaurant portions of 
the project. The developer or future transferee would own the private 
recreation club. The developer would operate the public parking garage 
and would be responsible for all operating costs of the site including the 
parks and public access areas. 

Complex land swap where portions of SWL 351 would be exchanged for 
portions of the current Golden Gateway Tennis and Swim Club site. The 
land exchanged into the public trust and the remaining portions of SWL 
351 would be owned by the Port and would provide public serving open 
space or visitor serving commercial uses. 

In addition to the land swap, ownership of the public parking garage 
would be conveyed to the Port subject to a 66 year ground lease to 
SFWP. The Port would participate in the revenue stream from public 
parking. In the proposed variant structure, ownership of the additional 
4,000 to 5,000 square foot restaurant would be conveyed to the Port 
subject to a ground lease to SFWP. 



■I 




Appendix B 
Keyser Marston Associates Analysis 



KEYSER MARSTON ASSOCIATES 

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MEMORANDUM 

Kathleen Diohep and Jonathan Stem 
Port of San Francisco 

Robert J. Wetmore, CRE 

Robin Chiang, Robin Chiang & Company 

February 18, 2009 

Evaluation of SWL 351 Developer Proposal 



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As consultants to the Port, Keyser Marston Associates, Inc. (KMA) and Robin Chiang & 
Company (RC), have evaluated the qualifications and proposal submitted by San 
Francisco Waterfront Partners (SFWP) based on the development objectives for the 
project identified in the Port's Request for Proposals (RFP) of November 10, 2008. KMA 
reviewed Financial Objectives; RC reviewed Design and Development Program 



M-. i>uoo Objectives. 

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The Port developed the development objectives through its public planning process. The 
design and development objectives for SWL 351 draw from the Waterfront Land Use 
Plan (WLUP), the Waterfront Design and Access Element (WDAE), market and land use 
context and community outreach, and also reflect the Port's Parking Agreement with the 
Ferry Building lessee. The RFP notes that successful development projects in San 
Francisco garner public support and strike a balance among revenue and development 
feasibility and public benefits, crafted to the specific site, neighborhood and market 
opportunity. 

The Port identified three categories of development objectives for SWL 351 : Design, 
Development Program, and Financial, for which evaluation by the consultants was 
requested. The accompanying matrix provides the consultants' conclusions in respect to 
whether the SFWP submittal was deemed consistent with RFP objectives. For each 
criterion, the consultants rated the submittal as either "Consistent," "Partially Consistent," 
or "Inconsistent" with the Port's development objective. 



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006-001.doc; jf 
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To: Kathleen Diohep andJonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 2 



Summary 

As discussed below, the consultants reviewed the submittal by SFWP in respect to 32 
criteria identified by the Port in the RFP. 

■ In respect to Design Objectives, the consultants concluded that the submittal was 
Consistent with 14 criteria and Partially Consistent with 2 criteria; 

• 

■ In respect to Development Program Objectives, the consultants concluded that 
the submittal was Consistent with 4 criteria and Partially Consistent with 3 
criteria; 

■ In respect to Financial Objectives, the consultants concluded that the submittal 
was Consistent with 5 criteria and Partially Consistent with 3 criteria; additional 
information was deemed necessary to rate one criterion. 

The submittal by SFWP was not deemed Inconsistent with any Port objectives stated in 
the RFP. Further, we conclude that for criteria rated as Partially Consistent, there is 
reasonable likelihood that these could be resolved to be Consistent with Port objectives 
through further elaboration of project plans and negotiation. 

Design Objectives 

Design Objectives for the proposal included evaluation of the overall character of the 
project and how it would support the physical environment of and around The 
Embarcadero and the intersection at Washington Street. 

In the view of RC, SFWP's project succeeds in addressing these objectives through high 
quality and sophisticated design, incorporating the following: 

■ provides appropriate height and massing of the project in relation to bulkhead 
and neighboring buildings; 

■ respects view corridors and open space through deft handling of architectural 
composition and proportions as well as its landscape plan; 

■ reconnects the city with the waterfront by enhancing the pedestrian experience, 
minimizing curb cuts on major streets and mitigating the visual impact of surface 
parking with construction of below grade parking; 

■ meets standards for development set by the City, the Regional Water Quality 
Control Board and Port of San Francisco. 



006-001.doc; jf 
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To: Kathleen Diohep and Jonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 3 



In view of the considerations noted above, the proposal is rated as Consistent with 
Design Objectives (B.I through B.16 in the Port's RFP), with the exception of two criteria 
(B.5 and B.10), for which the proposal was rated as Partially Consistent; those criteria 
relate to the handling of the north edge of the adjacent open space (Sue Bierman Park) 
and location of a private club on the ground floor at the corner of Jackson and Pacific). 
The proposal is rated as not fully consistent with these criteria, as follows: 

■ Criterion B.5 states that "new development should acknowledge the massing and 
street enclosure relationship with the bulkhead buildings across The 
Embarcadero." The proposed project and bulkhead buildings provide strong and 
appropriately scaled street walls; however, the central courtyard between the two 
residential buildings facing Washington Street create a gap in the fagade that 
may compromise the appearance of enclosure and backdrop for Sue Bierman 
Park. 

■ Criterion B.10 states that primary uses and pedestrian entrances should face The 
Embarcadero to enliven street activity. On The Embarcadero between 
Washington and Jackson Streets, the pedestrian fagade is exceptionally 
transparent, accessible and lively. Between Jackson and Pacific, the ground floor 
is occupied by a private club the fagade of which needs further development to 
be more attractive to pedestrians. Between Pacific and Broadway The 
Embarcadero fronts the proposed park. 

Development Program Objectives 

Achievement of Development Program Objectives for the proposal entailed evaluation of 
how the project would promote and enhance public access. In the view of the consultant, 
SFWP's project succeeds in addressing this concern as follows: 

■ provides ground floor retail uses and generous and well designed open space 
amenities; 

■ promotes pedestrian flow from the Ferry Building, Pier 1 and Sue Bierman Park 
by establishing a prominent corner destination in addition to the attractive 
building design; 

■ reconnects downtown with the waterfront through open space and street-front 
enhancements; 

■ accommodates the required 90 public parking spaces and minimizes traffic 
impacts on neighbors and The Embarcadero by providing access to the parking 
via Washington Street. 



006-001 .doc; jf 
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To: Kathleen Diohep and Jonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 4 



In view of the foregoing considerations, the proposal is rated as Consistent with four 
Development Program Objectives (C.I., C.2, C.5, C.6) and Partially Consistent with 
three Development Program Objectives (C.3, C.4, C.7). Criteria rated Partially 
Consistent include activation and potential generation of revenue to the Port to support 
the Port's public trust responsibilities (see Financial Objectives analysis for basis for the 
last determination). The proposal is deemed not fully consistent with criteria C.3 and C.4, 
as follows: 

■ Criterion C.3 calls for the project to activate and revitalize the waterfront edge 
during the evenings and weekends to complement the weekday office uses in the 
adjacent downtown buildings. The project's uses help activate The Embarcadero 
during off-hours; retail uses populate the sidewalk and residential uses put eyes 
on the street. However, luxury residences that may be intermittently occupied 
may result in fewer occupants than other housing, and would create less activity 
than a hospitality use. 

■ Criterion C.4 calls for the project to consider multiple uses and storefronts on the 
ground floor and well located public open space. The project's Washington Street 
frontage offers a wide range of amenities for pedestrians. The Embarcadero 
frontage offers excellent amenities from Washington to Jackson. In addition, the 
design of the open space is consistent with the scale and quality of nearby 
Sidney Walton Square, thus helping to relate the two by theme and proximity. 
However, the proposed private club between Jackson and Pacific offers 
restricted visual amenity that mainly benefits members rather than the public. 

Financial Objectives 

Financial Objectives include variety of factors, including the amount and certainty of 
compensation paid to the Port, and mitigation of potential Port financial exposure. 

The SFWP proposal is Consistent with the Port's objectives In these essential respects: 

■ guarantees the stipulated minimum rent of $500,000 per year, with increases 
over the term of the lease through increases to minimum rent and percentage 
rent; 

■ pays rent during the construction period and bonds to secure completion; 

■ compensates Port on a fully net basis, with the developer being responsible for 
all operating expenses; 



006-001.doc: jf 
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To: Kathleen Diohep and Jonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 5 



■ assumes of all financial risks entailed for development, entitlement, construction, 
and on-going operation; 

■ proposes development team that has requisite experience and capabilities to 
undertake the proposed project. 

In respect to Criteria E.2, E.4, and E.5, the SFWP proposal is rated as Partially 
Consistent with Port objectives. Commentary on all financial criteria is as follows: 

The Port's objective (E.I ) is that the lessee pay annual minimum rent of $500,000 per 
year after project stabilization. By proposing to pay $500,000 per year beginning one 
year after commencement of parking operations, SFWP's proposal is Consistent with the 
Port's requirement for this criterion, since payment is not contingent upon any measure 
of actual financial performance of the project. Whether the proposed amount of 
compensation offers adequate market-based recompense to the Port for the value of 
property interests that would be conveyed to SFWP would be subject to further review 
and negotiation if the Port decides to enter into negotiations with SFWP; at this time, we 
have determined only that the developer's offer meets the minimum requirement 
established by the Port. 

The Port's objective (E.2) is that the developer pay percentage rent (or other type of 
participation rent) calculated on the gross receipts of the project. In this respect, we 
deem SFWP's proposal Partially Consistent with the Port's requirements. SFWP 
proposes to pay rent to the Port equal to the greater of Base Rent and 15% of parking 
garage receipts (net of parking tax); therefore, their proposal does include a percentage 
rent provision in which rent paid is the greater of Base Rent and a percentage of 
revenues generated by the project. However, at the level of projected parking income, it 
is unlikely that the Port will receive percentage rent for much of the duration of the lease 
term (Base Rent will likely exceed Percentage Rent on a consistent basis, particulady as 
Base Rent will be adjusted annually). 

The Port's objective (E.3) is that the developer pay rent to the Port during the 
construction period and bond the completion of the project. No minimum amount of 
compensation is stipulated in the RFP. SFWP has proposed rent payment of $60,000 
during the construction period. Industry standards for payment of land rent during the 
construction period vary, from minimum consideration to consideration equivalent to a 
relatively high percentage of Base Rent; however, payment of consideration during the 
construction period that is substantially less than Base Rent is common. 

Therefore, we conclude that in this respect the SFWP proposal is Consistent with the 
Port's objective. In respect to a completion guarantee, SFWP has previously provided a 



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To: Kathleen Diohep and Jonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 6 



completion guarantee to the Port for the Pier 1 V2, 3, and 5 development and CalSTRS 
has acknowledged this requirement for this project in their communication with the Port. 

The Port's objective (E.4) is that the lease structure provide for periodic increases in 
Base Rent and adjustments to fair market value. This criterion speaks to two distinct 
requirements for payment of compensation to the ground lessor (Port): 

■ The first factor affecting compensation is periodic adjustment of Base Rent. In 
this regard, the RFP indicates that "Base Rent shall increase with annual 
percentage increases in a range of no less than 3 percent to 5 percent. 
Respondents may propose base rent adjustments based on comparable 
situations in the downtown market." In response, SFWP has agreed to the Port's 
formulation but with the caveat that it must be tested against prevailing practice 
in the market; they have not stipulated an alternative that they believe is 
consistent with the market. Therefore, we rate their proposal as Partially 
Consistent in respect to this criterion. KMA notes that for long term ground 
leases, an annual adjustment to Base Rent is somewhat uncommon. 

■ The second factor affecting compensation is periodic reestablishment of rent 
based on market value; often, in a long term ground lease, the parties will 
negotiate market or fair rental value and, failing agreement, will submit to an 
appraisal process. Often (particularly to satisfy the requirements of lenders) the 
initial adjustment to fair market value will not occur before the 20'^ year, and, 
often, later. SFWP has agreed to an adjustment of Base Rent in year 30 and 
every ten years thereafter, which is Consistent with the Port's requirement. 

The Port's objective (E.5) is to receive a share of the net proceeds that the developer 
receives from the sale, refinancing or transfer of the leasehold. In response to an inquiry 
as to how their proposal would be implemented, SFWP clarified their proposal, under 
which the Port would have an option at the time of sale or refinance of the lessee's 
interest, either to receive 15% of net proceeds from the capital event, in which case the 
Percentage Rent provision would be eliminated from future rent calculations, or to 
decline to receive the sharing from the capital event, in which case the Percentage Rent 
provision would remain in place. This could confer a net benefit to the Port (say, in a 
situation in which there was little Percentage Rent). Typically, however, the lessor would 
seek to secure both the stipulated income stream from Base and Percentage Rent, and 
the sharing in proceeds from a capital event (not either/or). Therefore, in this respect, we 
deem that SFWP's proposal is Partially Consistent with the Port's objectives. 



006-001.doc; jf 
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To: Kathleen Diohep andJonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 7 



SFWP's proposal that all rent to the Port be triple net and that the lessee (or their 
successor, notably the homeowner association) would be responsible for all costs of 
operation of the project, including open space areas is Consistent with the Port's 
objectives (E.6). The developer also has indicated that the Port would not be expected to 
contribute to any capital costs of the project and that the developer will assume all 
financial risks from all aspects of the development process, from entitlements to 
development, and that these obligations will be appropriately secured, and, in these 
respects, as well, the proposal is consistent with Port objectives (E.7 and E.8). As a 
matter of due diligence, KMA recommends that SFWP be required to explicitly indicate 
that the arrangement with the Port will be fully unsubordinated in respect both to the 
Port's fee interest in real property and in respect to the payment of all forms of 
compensation. 

SFWP's principals have the requisite experience in upper end condominium 
development, retail/restaurant, public uses, and subterranean parking development to 
fully quality them to undertake development of Seawall Lot 351 and the adjoining 
property. Successful development by this group of Piers 1 >2, 3, and 5, in trying 
economic circumstances, is a good indicator of their capabilities to develop high quality 
projects on the waterfront. Therefore, we rate their qualifications as Consistent with the 
Port's objectives (E.9.) Further, we deem it likely that if other regional or national 
developers had come forth with proposals (see discussion below), the SFWP submittal 
would have been among the top finalists, taking into account both SFWP's qualifications 
and the quality of their proposal. 

Market Timing of Port RFP 

Port staff have requested that KMA comment as to whether the current financial crisis 
and decline in the overall economic situation have likely precluded participation of other 
development groups in the Port's current selection process for Seawall Lot 351. In our 
view, this is rather unlikely, for two reasons: First, the opportunity to develop property on 
The Embarcadero in San Francisco virtually across the street from the Ferry Building 
represents a prime opportunity in any market cycle. Second, sophisticated developers 
are well aware that the planning and entitlements process for this project will be time- 
consuming and arduous, and that actual development will surely occur, if at all, some 
years in the future, likely in a different economic cycle; therefore, they view the current 
market environment as a bad time to develop but a good time to plan. 

Rather than the market cycle, it is much more likely, though somewhat speculative, that 
other prospective proposers chose not to submit for this opportunity due to SFWP's 
agreement with the adjoining property owner (Golden Gateway), which holds out the 



006-001.doc; jf 
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To: Kathleen Diohep and Jonathan Stern February 18, 2009 

Subject: Evaluation of SWL 351 Developer Proposal Page 8 



prospect of a connprehensive development of the combined site and consequent 
achievement of land use, programmatic, and financial objectives that would be 
unobtainable with development of a stand-alone project on the Port's property alone. An 
important practical aspect of this concern is the difficulty of providing 90 public parking 
spaces on the Port's small and awkwardly configured property, within the context of 
development of other uses on the property. 

Overall Caveat/Project Feasibility 

The SFWP financial pro forma provides for condominium sales averaging $1,605 per 
square foot of saleable area, which SFWP has represented as necessary for project 
feasibility. Setting aside recent reductions in sales prices of luxury condominiums in San 
Francisco, the projected pricing is at the very upper end of the condominium market in 
the City, exceeding (as examples) average pricing at the Ritz-Carlton Club and 
Residences and the St. Regis and virtually all other projects, despite the absence of 
prime views in about half of the units in the proposed project. (Of course, pricing for 
selected units in other projects such as penthouse units on top floors has occasionally 
equaled or exceeded indicating pricing for these units). 

Various factors affecting the pro forma, such as site and development costs, typically 
drive required pricing and will need to be reviewed at a later date if the Port decides to 
enter into negotiations with this developer. 



006-001.doc; jf 
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Appendix C 


- Evaluation Panel Review 


SWL 351 Evaluation Criteria 


Finding 

(Total of 3 Panel 
Members) 


Comments 

(by Panel Members) 


Developer Team Experience, Qualifications, 
and Financial Capability: 

Experience in developing projects of comparable 
size, land use, visibility and expense, especially 
for projects located in the SF Bay Area. 


Qualified (3 panel 
members) 


Specific Port and waterfront experience 
seems particularly valuable and positive 
Extensive experience locally and other 
locales, similar to proposed projects 


Experience in securing entitlements for projects of 
comparable size, land use and visibility, including 
experience in organizing successful community 
participation and support, especially for projects 
located in the SF Bay Area 


Qualified (2 panel 

members) 

Partially Qualified (1 

panel member) 


First residential condo for developer. 
Architect well versed in San Francisco 


Experience of respondent's team members and 
key personnel. 


Qualified (3) 




Demonstrated commitment to using local 
business enterprises in the proposed team and in 
past projects. 


Qualified (1) 

Mostly Qualified (1) 

Partially Qualified (1) 


Not enough information provided to 
determine strength of commitment 


The respondent's ability to finance the proposed 
project. 


Qualified (2) 
Partially Qualified (1) 


Financially, an ambitious project. 


The respondent's overall financial track record. 


Qualified (3) 


CalSTRS Commitment/qualified partner 


Proposed Development Design and Program: 

• Overall Character 


Consistent (2) 
Mostly Consistent (1) 


Overall - seems to address all the 
various design/program requirements 
well 


• Height and Massing 


Consistent (2) 
Mostly Consistent (1) 




• Reconnect the City with the Waterfront 


Consistent (3) 


Very well 


• Meet Standards for Green Buildings, Water 
Quality, and Local/Small Business Contracting 


Consistent (3) 




• Development program objectives 


Consistent (3) 


Looks like a good design compromise 
(height/ open space), high quality design 
solution 


• The design and architectural quality and 
constructability of the proposed design concept 
for this Site 


Consistent (3) 




• The reasonableness and feasibility of the 
respondent's proposed development concept in 
achieving the Port's objectives. 


Can Meet Objectives (3) 




• The probability of obtaining approvals for the 
proposed design, given the physical and legal 
constraints on development 


Can Obtain Approvals 
(3) 




Proposed Financial Terms: 

• Proposed annual rent for the Site, which shall 
not be lower than the specified minimum rent. 


Meets Minimum (2) 

Rent Represents Fair 

Market Value (1) 




• Additional revenues from all participation 
structures proposed. 


Reasonable 
Participation (3) 


More Upside? Percentage rent to cover 
other uses i.e. other retail, athletic club 



SWL 351 Evaluation Criteria 


Evaluation Rubric Used 


Developer Team Experience, Qualifications, 
and Financial Capability: 

Experience in developing projects of comparable 
size, land use, visibility and expense, especially 
for projects located in the SF Bay Area. 


Qualified - Partially Qualified -- Not Qualified 


Experience in securing entitlements for projects of 
comparable size, land use and visibility, including 
experience in organizing successful community 
participation and support, especially for projects 
located in the SF Bay Area 


Qualified -- Partially Qualified -- Not Qualified) 


Experience of respondent's team members and 
key personnel. 


Qualified -- Partially Qualified -- Not Qualified 


Demonstrated commitment to using local 
business enterprises in the proposed team and in 
past projects. 


Qualified -- Partially Qualified -- Not Qualified 


The respondent's ability to finance the proposed 
project. 


Qualified -- Partially Qualified -- Not Qualified) 


The respondent's overall financial track record. 


Qualified -- Partially Qualified - Not Qualified 


Proposed Development Design and Program: 

• Overall Character 


Consistent - Partially Consistent - Not Consistent 


• Height and Massing 


Consistent - Partially Consistent - Not Consistent) 


• Reconnect the City with the Waterfront 


Consistent - Partially Consistent - Not Consistent 


• Meet Standards for Green Buildings, Water 
Quality, and Local/Small Business Contracting 


Consistent - Partially Consistent - Not Consistent 


• Development program objectives 


Consistent - Partially Consistent - Not Consistent 


• The design and architectural quality and 
constructability of the proposed design concept 
for this Site 


Consistent - Partially Consistent - Not Consistent 


• The reasonableness and feasibility of the 
respondent's proposed development concept in 
achieving the Port's objectives. 


Can Meet Objectives - Partially Meet Objectives - 
Not Feasible/Reasonable 


• The probability of obtaining approvals for the 
proposed design, given the physical and legal 
constraints on development 


Can Obtain Approvals 


Proposed Financial Terms: 

• Proposed annual rent for the Site, which shall 
not be lower than the specified minimum rent. 


Meets Minimum -- Rent Represents Fair Market 
Value 


• Additional revenues from all participation 
structures proposed. 


Reasonable Participation 



Note: In some cases a panelist chose both Qualified and Partially Qualified or Consistent and Partially 
Consistent which was summarized as "Mostly Qualified". Panelists were instructed to add written 
comments or offer other characterization of their findings, e.g. "does not meet minimum rent". 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



Date/Form/ Name to 


Comment 


Dec 12,2008 
From: Jim Oakes, Jr. 
Email to Monique 
Moyer 


1 am vehemently opposed to this project. We live in the densest area of S.F. and 
don't need more condos, parking garages, people, and cars not to mention less 
recreational space. In addition, we provide pro bono recreational facilities for 
hundreds of underpriviledged children of our city. 1 and my constituents will fight 
your project with all of our energy and zeal. 


January 16, 2009 
From: Dion Gengler 
Email to MMoyer 


1 urge you to vote against the 8 Washington plan. This is a very bad idea for an 
excellent area of the city. No matter how much the port commission needs money 
this is not a good plan. Reducing the city open space and clogging up an already 
densely populated area is just horrible. Please do not vote for this plan. 


January 16, 2009 

From: Lance R. 
King/Founder- 
Managing Broker Fixed 
Rate Properties, Inc. 

Email to Simon 

Snellgrove 

Moyer and Supervisor 

Chiu 


As a long-term member of Golden Gateway Tennis & Swim club, it is with ever- 
deepening concern that 1 receive updates on the proposed development at the club 
site. GGTSC is more than just a tennis club. Most of the member have belonged 
there for years. And it's not a high-dollar venue that excludes the general public. 
People from all walks of life play and gather there. It's a place where families come 
to swim and play, and one of the few remaining outdoor recreational spaces left in 
the city. And once it's gone, it's finished. 

This plan effectively removes the club in any real form forever. No longer will Junior 
Tennis, USTA Team Tennis, or USTA sanctioned tournaments happen because 
there won't be enough courts. Our city forefathers were farsighted enough to know 
that cities need recreational spaces. If a development must happen there, at least 
make it conform to allow current usage. 

I'm in the Real Estate business, so 1 know that it can be tough to balance economics 
versus what is right. 

But doesn't San Francisco already have enough luxury condos languishing on the 
market as it is ? It's not like there is a shortage of housing, or this is creating some 
benefit to the city. If the proposed development goes through, a prize possession is 
lost forever. Please do not let this happen. Sincerely, 


January 16,2009 
From: Randy Fong 
Email to Monique 
Moyer, 
David. Chiu, 


1 ask you to please reconsider your plans to destroy our tennis community at the 
Golden Gateway. We all have a right to make a buck, 1 am certainly not against that. 
But, if your waterfront development plans go through, our long standing tennis 
community and it's open space will be destroyed. You will be just another developer 
taking away more recreational and community space in our beautiful city. 1 know you 
are a better man than that. Thanks for taking the time to read my email. Gung Hay 
Fat Choy and may you proper in 2009. 


January 16, 2009 

From: Bill Benkavitch 
Email to Monique 
Moyer, 
David.Chiu, coaches 


1 have reviewed your new proposal. 

Your plan to tear down of the Golden Gateway Tennis & Swim Club and its open 

recreational space to build condominiums for the super rich is an absolutely horrific 

assault on my neighborhood. 

1 hope that FOGG and all the community groups who have been against you these 

past several years are successful in stopping you. 


January 17, 2009 
From: Marilyn Breen 

Email to Simon 

Snellgrove 

Monique Moyer, David 

Chiu 


1 am alarmed to hear of the ongoing project at Washington Street and the 
Embarcadero. It seems the plan is to build two eight story condo buildings and 
practically eliminate the Golden Gateway Swim and Tennis Club. If my information 
is correct this Club would be used for the residents of the new condos with 
expensive outside membership available. This neighborhood does not need more 
luxury condos, we need more recreation facilities and open space. Please do not 
consider this plan, it would just give the wealthy an even better choice of living 
spaces. This project would take away from, not add to, our beautiful Embarcadero. 


January 16, 2009 

From: Cass Smith 
Email to Monique 
Moyer 


1 would like you to know that as a resident of San Francisco, a resident of Telegraph 
Hill, and as an Architect who has worked on various Port projects, 1 am in total 
support of the above referenced development that Pacific Waterfront Partners is 
proposing. 1 believe that the fully mixed-use nature of this project will be very 
beneficial to the waterfront area and to the city. 



G:'Scawall Lol BSIcvalualion .slaffreDort'ADpcndiic Public Commcnt.doc 



Page 1 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



January 17. 2009 

From: Philip Lay 

Email to ssnellgrove 
Monique Moyer, David 
Chiu. coaches 


I've been accompanying the various ups and downs of your firm's series of proposed 
projects for over three years now/. 

For purposes of full disclosure, you should be aware that 1 am a member of GGTSC. 
That said, this does not make me automatically opposed to a suitable plan for the 
modernization of the club and/or immediate surroundings. 
However, 1 have to tell you that, despite the modifications you have made in the 
latest plan, the implications of your venture are still to create one more new 
commercial development that will further congest the area and pretty much put an 
end to the accessible and 1 would argue essential leisure and sporting activities 
afforded to several hundred people every day and week at the GGTSC. 
Even more so, in the current economic environment, it is my belief that the City 
needs one more of this type of somewhat elite development like it needs a hole in 
the head. Though 1 don't know you or your firm, 1 am hopeful you will have enough 
good sense eventually to look elsewhere for commercial growth and profitability, and 
that the supervisors will also exercise good sense and leave this leisure and 
recreational area accessible to tourists and residents. 


January 17,2009 

From: Michael Eckstut 

Email to Ssnellgrove, 
Monique. Moyer, 
David. Chiu 


1 am a long time member of the Golden Gateway Tennis Club and like most of my 
fellow members 1 am very upset about the prospect of development around the club 
and the potential for significantly reducing the open space and facilities that exist at 
the Club. The development for 8 Washington Place just doesn't make sense at this 
location and certainly not in this time. 1 would think that we, as a nation and a city are 
past the days where we indiscriminately build and we build without considering the 
environmental impact and the impact on the people who live, work and play in our 
cities. Cities everywhere are moving to lower density housing, more open spaces 
and more recreational facilities - that is the only way that cities will be able to attract 
families that ultimately sen/e as the bulwark of city life. 

Here in San Francisco, we have always been in the vanguard of doing what is right 
for the environment and what is right for the people of the city. We have wonderful 
facilities and open spaces, at GGTSC, on the Embarcadero and these spaces are 
great attractions to the resident of the neighborhood, others in the city and visitors. 
Why would we want to replace or significantly reduce what is today a wonderful 
facility that serves so many people across the city of San Francisco and across all 
economic and age strata? This club has been an integral part of the city and 
neighborhood for over 40 years, why shouldn't it remain in place. It has proven its 
value. 


January 17, 2009 

From: Patrick and 
Dorothy Moore 

Email to: Monique 
Moyer 


We are writing to express our opposition to the proposed 8 Washington Condo 
Project. In our opinion the Port Commissioners are blinded by the huge number of 
Dollars the Developer has waved in front them and they are already rushing to the 
bank. The city took 10 years to finalize the Eastern Neighborhoods Master Plan. 
What's the rush to approve the 8 Washington project. Last year the State passed 
legislation to protect Lot 351 as open space. The purpose of the Bill seems to have 
been ignored. 

Hundreds of people have attended various meetings during the past year concerning 
the project 8 Washington and have spoken against it moving forward. The Developer 
would have everyone believe that there is little or no opposition to the Condos. 
In our opinion the project as outlined is a complete detriment to the city of San 
Francisco and the irreplaceable Waterfront. The Embarcadero Freeway was 
disaster for the city for over 30 years and it took an act of God to get it removed. The 
Freeway was 75 feet high and the developer is proposing a building 84 feet high. 
He is proposing to replace the former freeway with another eyesore of the same 
magnitude. We ask ourselves. What are the benefits to the City of San Francisco 
and it Citizens that the project will provide? The city will lose 1. Open Space, 2. 
Unobstructed View of the Bay, 3 Downtown recreational spaces 4, the opportunity 
for future generations to enjoy the current open space, and possibly find a better 
plan for the use of the property including Lot 351 . All the Citizens of San Francisco 



G:^Seawall Lot 351\evaliialion\slaffrc pon'Anncndix Public Commcnl.doc 



Page 2 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 





should benefit, not just the developer. 

We can not see any justification for building a project where 95% of the folks in San 

Francisco could not afford to live. Again what are the benefits to the City? Granted 

the project, if allowed, will greatly increase the wealth of the Developer. But we ask 

at what price to the rest of us? 

There are other areas available for development along the waterfront that would 

have much less negative impact. 

We are not in favor of the proposed development and we vigorously oppose it. 


January 18. 2009 

From: Paolo Cocchiglia 

Email to Ssnellgrove, 
Monique. Moyer, 
David. Chiu 


My wife Kate and 1 met on the court #3 at the GGTS on January 2004 and we 
promised ourselves to teach our children to play tennis on the same court: will you 
allow our dreams to come through? Alessandra (2.5) and Leonardo (1 .5) are two 
beautiful children and they love the GGTS. We believe the 8 Washington 
development should not be built, we oppose to it and to its assault on our open 
recreational space. 

We believe the GGTS as is today is a unique space in the city and that if the 8 
Washington Plan will come through it will disrupt for ever what the GGTS is today in 
term of community for so many families and friends. Our total and committed 
support goes for the present Golden Gateway Tennis & Swim Club. 


January 19, 2009 

From: Marianne de 

Sassise 

Email to MMoyer, 


1 am Marianne de Sassise and 1 have taught at GGW for ten years Pilates, Yoga, 
and Dance. 1 know that we live in earthquake country and not that 1 am in support of 
this project on the contrary. To build anywhere a pool over a structure is not sound, 
given the choice to have It on ground level, this is not sane In planning on landfill too! 


January 20, 2009 

From: Frank J. Rollo 

Email to Monique 

Moyer, 

Alicia Esterkamp 


My name is Frank J. Rollo and 1 am a small business owner in San Francisco. My 
firm, Rollo & Ridley, provides geotechnical engineering services in the Bay Area. 
1 am writing to pledge my support for San Francisco Waterfront Partners proposal for 
SWL 351 . 1 attended the January Port Commission meeting and listened to SFWP 
proposal for SWL 351 and the adjacent property at 8 Washington Street. 
The proposed development is tasteful and first class to say the least. As 
demonstrated by Piers 1-1/2, 3 and 5, SFWP has proven themselves to the City and 
Port. 1 urge you to help this project move forward. Thank you in advance. 


January 23, 2009 

From: Brendan 
Dunnigan 
Email to Monique 
Moyer 


1 am the managing director of the office for HKS Architects and also a San Francisco 
Inner Richmond homeowner. 1 want to let you know that 1 strongly support the 
project being proposed by Pacific Waterfront Partners at 8 Washington. Their 
commitment to high quality and responsible design is evident with Piers 1 Vz, 3 and 5 
project. 1 urge you to also support this developer and their vision as 1 know they are 
committed to a project that serves the greater needs of the Barbary Coast 
neighborhood but also the City as a whole. 


January 26, 2009 

From: David Fukuda 

La Mar Cebicheria 

Email to Monique 

Moyer, 

Alicia Esterkamp 


Congratulations on your election and appointment to Board President. 

As a San Francisco resident and the owner of the newly opened La Mar Cebicheria 

Peruana in your district, 1 would like to invite you to our restaurant at Pier 1 14. Being 

a tenant at Pier 1 Vi, we benefit from the revitalization that began after the demise of 

the Embarcadero Freeway. We also have been able to experience firsthand, the 

commitment that San Francisco Waterfront Partners has made to this waterfront 

over the past decade. The Piers are a shining example of a public private 

partnership that maximized the public's experience of the waterfront. 

8 Washington has been in planning for the past three years and has evolved into an 

excellent project. The Ferry Building Waterfront Area and our business is in 

desperate need for parking, given the removal of the bulk of the over water parking. 

8 Washington provides this solution. The additional families that this project would 

bring to the area, as well as the retail and restaurants will create a more exciting 

destination. 

Thank you for your time and consideration. 1 look forward to meeting you. 



G:'Scawjn Lot 35 1'cvaliialion'slaffrcport Append ix PublicCommcm.doc 



Page 3 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



January 26, 2009 

From: David P. 
Addington 

Email to Monique 

Moyer, 

Alicia Esterkamp 


Congratulations on your victory and election to our district's supervisor as well as 
President of the Board. 

As a Telegraph Hill resident who views the waterfront as my backyard, 1 urge you to 
support the 8 Washington Street project. Our family has lived in the neighborhood for 
many years and has been members of the Golden Gateway Club. In fact, when 1 first 
moved to the City 1 lived in Golden Gateway. We understand the need for 
maintaining recreation space for the neighborhood and it is possible to have a 
combination of uses more suitable for this very public, urban waterfront. There 
should be a balance between public access, recreation space and a mixed use 
development - which the 8 Washington Street project clearly accomplishes. As 
neighbors and stakeholders, we embrace this change and look forward to the further 
development of this community. We are fortunate to have a local, experienced, 
committed waterfront developer working on this important site and urge you to 
support 8 Washington Street. 

1 encourage you to support this project which will help to keep the City of San 
Francisco thriving and, by moving people into urban housing, keep the world around 
us green. 


January 27, 2009 

From: N. Teresa Rea 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


1 have been a SPUR Board member, chair of its Waterfront task Force and 
professional land use planner for more than 20 years in San Francisco. 1 am a "Port- 
watcher", and contribute pro bono services to Port staff whenever 1 am asked. 
1 have been following the (lack of) progress on the development proposal process for 
SWL 351 and the 8 Washington project and note that FINALLY the Port is prepared 
to consider the two parcels as one development site. This is the ONLY logical way to 
make meaningful use of SWL 351 . SWL 351 should be a part of the development 
proposal with the adjoining 8 Washington site. 

In addition, the proposal made by Pacific Waterfront Partners has merits that would 
serve the Port and the City well. Our waterfront needs "interceptor parking" that 
aggregates parking supply at regular intervals along the waterfront. This stretch of 
the waterfront has woefully inadequate parking, such that visitors will not even try to 
come here or may try then just drive off to Fisherman's Wharf with frustration. The 
Public Trust mandates public access to our waterfront and, like it or not, parking 
meets part of that need. 

The 8 Washington proposal also calls an 84-building height that make financially 
feasible all of the park/open space areas that are proposed. 1 am sure the Telegraph 
Hill dwellers are complaining about that but they are one small fraction of the state- 
wide population for whom this waterfront Is held in trust. They are posing as 
guardians of a public view when they are actually just looking after themselves. It is 
NOT their personal backyard. SOME development must occur on the waterfront for 
the Port to remain viable and the longer development projects are stopped site by 
site by immediate neighbors the more damage is done to the Port's fiscal well-being 
and the less benefit is achieved for all SF citizens and visitors state and nation wide. 
1 hope you will bear this in mind as you learn more about and develop your position 
on this most valuable project for the Port and the City. 


January 27, 2009 

From: Silas Carleton 
Ferry Building Wine 
Merchant 

Email to MMoyer 


As a tenant of the Ferry Building, 1 would like to express my support for San 
Francisco Waterfront Partners' 8 Washington Street project. 1 have reviewed the 
proposal for the new development at 8 Washington Street, and 1 find that it would 
greatly enhance our neighborhood. Not only would it would provide necessary 
parking for the neighborhood and our customers, 1 believe having additional cafes, 
restaurants and other retail would truly anchor this waterfront as a neighborhood 
showcasing of some of the best that San Francisco has to offer. 
The underground parking concept in itself greatly simplifies the daily confusion 
created for our customers who are driving to visit us. The parking at Pier Vi and 
immediately behind the Ferry building and Sinbad's restaurant has been eliminated 
for tenants of the building, further impacting the already crowded lots nearby. We 
strive to make things easier for our customers, not more difficult, and the additional 



Gi'Scawall Lot 35rcvj|ualion'slaffrcnon'ADPcnd ix Public Commcnt.doc 



Page 4 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



parking does just that. The fact that it will remain underground and not tarnishing the 
surrounding views is a wonderful bonus and a terrific accomplishment that I think this 
neighborhood demands. 

Furthermore, the additional artisan cafes, restaurants, retail, and condominiums will 
only strengthen the draw of a neighborhood such as ours. As demonstrated by our 
weekly farmers markets, our neighborhood only becomes more desirable and more 
of a destination for our local customers when there are more exciting reasons to visit, 
and more places to park. Another factor that the project enhances is the safety 
created by a property busy with people interacting on the street front. In her book 
"The Death and Life of Great American Cities", urban planner Jane Jacobs describes 
the safety created by having "eyes on the street", and this project will do just that: 
foster safety and a sense of community in the neighborhood with increased bustling 
activity from its patrons and residents. 

I truly believe this project is a welcome addition for our community. It does not 
simply provide an answer to our ever increasing parking problems. It creates an 
environment for residents and patrons alike to maintain safety and to participate in 
and enhance the synergy and viability of this neighborhood. 



January 27, 2009 

From: Brad Oldenbrook 
ADRIYL design centers 
inc. 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



As a neighbor to the project, I urge you to support the 8 Washington Street project. I 
have been following the development for some time now and believe It would be a 
positive addition to this infill area. By the numbers, the project would not maximize 
the allowed density and i think is designed to complement the surroundings and pays 
respect for the immediate community and neighborhood. 
The project includes significant public benefits including three public open spaces 
(exceeding the total area of Seawall Lot 351), a much needed public garage serving 
the Ferry Building, residential housing, street level retail and restaurants further 
animating the neighborhood and a new recreation facility. Overall the recreation and 
open space on the project is INCREASED relative to its current configuration. The 
project's density which conservatively adds approximately 150 residential units on 
land which is zoned for 693 units, has been contained within the shadow of a 220 
foot apartment building and allows for over 50% of the land to be dedicated to 
recreation and open space. 

San Francisco Waterfront Partners has redesigned their entire project with the 
community in mind and is committed to excellence on the waterfront, as 
demonstrated at Piers 1 >2, 3 & 5. San Francisco's waterfront belongs to all citizens 
of San Francisco, not just to private tennis club members. We urge you to consider 
the waterfront, the community, the city's workforce and the greater city and support 8 
Washington Street. 

I support this project and hope that you will also. Please feel free to call me anytime 
to discuss. 



January 27, 2009 

From: Derwin A. Cox, 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



As a San Francisco Bay Area business engaged in projects in the City, I urge you to 
support the 8 Washington Street project. The project includes significant public 
benefits including three public open spaces (exceeding the total area of Seawall Lot 
351), a much needed public garage serving the Ferry Building, residential housing, 
street level retail and restaurants further animating the neighborhood and a new 
recreation facility. Overall the recreation and open space on the project is 
INCREASED relative to its current configuration. The project's density which 
conservatively adds approximately 150 residential units on land which is zoned for 
693 units, has been contained within the shadow of a 220 foot apartment building 
and allows for over 50% of the land to be dedicated to recreation and open space. 
San Francisco Waterfront Partners has redesigned their entire project with the 
community in mind and is committed to excellence on the waterfront, as 
demonstrated at Piers 1 Vi, 3 & 5. San Francisco's waterfront belongs to all citizens 
of San Francisco, not just to private tennis club members. We urge you to consider 
the waterfront, the community, the city's workforce and the greater city and support 8 
Washington Street. 



G:'Scawall Lot 35rcvalualioil'5laffrcporl' Appe ndix Public Commcnldoc 



Page 5 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 





SecureNet is proud to be a minority-owned business specializing in providing Gigabit 
Ethernet fiber to Bay Area businesses and residents. The 8 Washington Street 
project would enable even more San Francisco residents to enjoy unprecedented 
Internet speeds (minimum 100 mbps bi-directional), nationwide VoIP phone service, 
and IPTV over the same single strand of fiber. It's an exciting technology that has 
come a long way, and it will help San Francisco leap frog over other cities in the 
technology it provides its citizens. The 8 Washington Street construction plans are 
an exciting project that will bring tremendous assets to the neighborhood. 
We respectfully urge you to support the 8 Washington Street project. Thank you for 
your consideration. 


January 27, 2009 

From: Daniel Ibrahim 
COA Architects 

Email to MMoyer 


1 am writing you to encourage your support for the 8 Washington Street project 

(Seawall Lot 351 ) which is awaiting authorization to award the proposals submitted 

by The SF Port Commission. 

We have a housing crisis in San Francisco. There is simply not enough housing to 

support the present OR future population that is going to want to live here. This site 

presents a great opportunity to help solve this problem. 

There has been a lot of talk about what is wrong with the existing housing situation 

(i.e. too many high-end luxury condominiums, too few really affordable units). As 1 

understand it, the proposal here is to pay the fee to the City as opposed to building 

the housing. This seems like a very reasonable proposal - the money can be used 

to build REALLY affordable housing for working families making $40,000 per year 

instead of housing for couples making $80,000. 

This is a great site for housing. We need more high density housing in the 

downtown, it as simple as that. If you look at San Francisco and think about where 

we should be encouraging more development, this is exactly where It should be. It is 

near transit, it is sustainable, and it not really that many units. 

The Port should work to support this project and do whatever it can to see that it 

happens. 


January 27, 2009 

From: Michael Guthrie, 
AIA 

Email to MMoyer 


As a small San Francisco business owner, 1 support the 8 Washington project 
proposed by San Francisco Waterfront Partners. The project is a win for the 
community as well as those fortunate enough to live there. It is my understanding 
that a group of units will be available to moderate income residents and the parking 
and restaurants will be used by all of us who live and conduct business in the City. 
The SOM design is thoughtfully conceived and will be extremely well executed, 
adding a beautiful architectural compliment to The Embarcadero. 1 urge you to 
support responsible new development such as this LEED certified project, especially 
during this critical economic period. 


January 27, 2009 
From: Chip Conley 
Joie de Vivre 
Hospitality 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


Congratulations on your recent election. As you may know, Joie de Vivre Hospitality 
operates more hotels in San Francisco than any other hotelier (17). We are a San 
Francisco-based hospitality company which operates three dozen boutique hotels, 
such as San Francisco's Hotel Vitale, Hotel Kabuki and The Phoenix Hotels. We 
operate under the philosophy of "creating dreams" for both our employees and 
customers and pride ourselves on providing unique, quality services and products 
that become landmarks in the community. Likewise, San Francisco Waterfront 
Partners is committed to the same level of quality with regard to their work on the 
waterfront. 

Please consider the initial controversy and the subsequent success and revitalization 
impacts that projects such as the Hotel Vitale and the Ferry Building have brought to 
the waterfront. Likewise, we believe that this project is a win-win for the Port, the City 
and the waterfront. This project has committed over half of the land area to public 
open space and recreation and provides a new collection of restaurants and retail to 
further add to the vitality of the neighborhood. We urge you to support progress in 
our City and support 8 Washington. 



G:'Scawall Lot 35l'cvalualion'^ljffrc pnrt',Anncnd]x Public Commcnl.doc 



Page 6 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



January 27, 2009 

From: Evan Matteo 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



Congratulations on your election and appointment to Board President. 
As a small business owner who has worked in the city for over a decade and a 
restaurant operator in District 3, 1 urge you to support the 8 Washington Street 
project. I am excited by the opportunity to revitalize and open to the public what is 
presently a barren asphalt lot, and a private tennis club. The additional below- 
ground parking will also greatly benefit the neighboring ferry plaza, and my business. 
I urge you to support this project as it not only provides a permanent solution to the 
neighborhood's parking dilemma but also provides additional residents and retail, 
further adding to the vibrancy and evolution of the neighborhood. Thank you for your 
consideration. 



January 26, 2009 
From: Garth Collier 

Email to Supervisor 

Chiu 

Copied to: MMoyer 

Similar email sent to 
MMoyer as well 



I would like to congratulate you on your appointment to president of the board of 
supervisors. You are an example of how a compassionate approach to affordable 
housing, civil rights, public transit & community advocacy can be fused with 
pragmatism and common sense. I am also writing you to encourage your support for 
the 8 Washington Street project (Seawall Lot 351) which is awaiting authorization to 
award the proposal by The SF Port Commission. 

I would like to address concerns regarding the height and bulk of the project in 
regard to its site. As a Port of San Francisco tenant In the Agriculture Building and 
as an architect, I can attest to the positive impact of the Vitale Hotel Development 
across the street from my office. The project helps to define The Embarcadero 
Promenade as a lively outdoor space which encourages pedestrians. The sense of 
street level excitement and vitality has greatly improved in the immediate area. The 
Vitale Hotel is a similar height and scale to the proposed 8 Washington Street 
Project. Its scale serves to unite the lower waterfront structures with the high-rises in 
the financial district. 

Indeed, some of the most important principals of new urbanism encourage density, 
mixing of uses and creating lively streetscapes. This is why people love Paris. The 
grand boulevards are lined with cafes, restaurants and retail which enliven the street 
encouraging pedestrians to stroll. Progressive cities like Vancouver, Portland and 
Boston have recently adopted policies allowing much taller and larger scale projects 
along their waterfronts with a great deal of success. 

As a Port of San Francisco tenant for the past 14 years, I can tell you that one of the 
major drawbacks to establishing a business in the Port is the parking situation and 
resulting congestion in the Ferry Building waterfront area. The proposed 
development provides an opportunity to help alleviate this situation with underground 
off street parking. 

I would also like to note that the developer being considered to be awarded the 
project (Pacific Waterfront Partners) is not your stereotypical developer. I have been 
a registered architect working in San Francisco for the past 30 years, and in my 
experience it is rare to find a developer as sensitive to design, historic preservation 
and the improvement of public space as Pacific Waterfront Partners are. This is 
exemplified by their successful restoration of Piers 1 1/2, 3 & 5. They deserve a 
great deal of the credit for the renaissance of the waterfront. 
This project continues the momentum of The Waterfront Plan and I recommend its 
support. 



January 26, 2009 

From: Chef Russell 
Jackson 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



Congratulations on your election and appointment to Board President. 
As a chef who has worked in the city for over a decade and a small business owner 
and restaurant operator in District 3, 1 urge you to support the 8 Washington Street 
project. I am deeply concerned about the lack of parking and recent reduction of 
parking in the area. I, along with most of the City's top chefs, shop bi-weekly at the 
Farmer's Market and have found it has become nearly impossible to buy the 
quantities of goods necessary to run my business due to the parking constraints. 
Parking is tough not only for us but for the farmers and due to the problem they are 
starting to go to other venues open to them selling there goods or are not coming to 
market at all (Marquita Farms is a great example). 



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Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 





Additionally, 1 urge you to support this project as it not only provides a permanent 
solution to the neighborhood's parking dilemma but also provides additional 
residents and retail, further adding to the vibrancy and evolution of the 
neighborhood. We look forward to doing our part and opening Lafitte on the block to 
help with that evolution to the area.. 


January 27, 2009 

From: John Fa 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


1 am writing as a member of the Golden Gateway Swim and Tennis club and a San 
Francisco resident. 1 am a frequent user of the swimming pool and the club fitness 
facilities, but 1 do not have the much more expensive tennis membership, so my use 
of the tennis facilities is limited. 1 urge you to support the 8 Washington Street 
project. The planned new club facilities will replace the old deteriorating facility that 
the club membership will be proud of. The project includes significant public benefits 
including three public open spaces (exceeding the total area of Seawall Lot 351 ), a 
much needed public garage serving the Ferry Building, residential housing, street 
level retail and restaurants further animating the neighborhood. Overall the 
recreation and open space on the project is INCREASED relative to its current 
configuration. The project's density which conservatively adds approximately 150 
residential units on land which is zoned for 693 units, has been contained within the 
shadow of a 220 foot apartment building and allows for over 50% of the land to be 
dedicated to recreation and open space. 

San Francisco Waterfront Partners has redesigned their entire project with the 
community in mind and is committed to excellence on the waterfront, as 
demonstrated at Piers 1 Vi, 3 & 5. San Francisco's waterfront belongs to all citizens 
of San Francisco, not just to private tennis club members. We urge you to consider 
the waterfront, the community, the city's workforce and the greater city and support 8 
Washington Street. 


January 28, 2009 
From: Derek Lemke- 
von Ammon 
Email To: David Chiu; 
Monique Moyer 


My wife Sara and 1 live in the City and have participated in several of the public 
meetings concerning the development plan for SWL 351. We enthusiastically 
support the proposal submitted by Pacific Waterfront Partners to develop the site for 
commercial, recreational and residential use. The advantages are clear, as the 
project creates a permanent solution to at least a part of the parking issue at the 
Ferry Building, adds additional housing units downtown, and retains the recreational 
facilities currently present on the site. The design is attractive and a significant 
improvement to the aesthetics of the waterfront compared to the parking lot currently 
situated on SWL 351. We look forward to this project moving forward as a result of 
favorable decisions by your respective organizations. Please do not hesitate to 
contact me if you'd like to discuss this. 


January 28, 2009 
From: Peter Birkholz 
Email to David Chiu; 
Monique Moyer 


As an Architect working in San Francisco, 1 urge you to support the 8 Washington 
Street project The recent development along the waterfront has re-invigorated this 
area of the City. The proposed project includes significant public benefits including 
three public open spaces (exceeding the total area of Seawall Lot 351), a much 
needed public garage serving the Ferry Building, residential housing, street level 
retail and restaurants further animating the neighborhood and a new recreation 
facility. Overall the recreation and open space on the project is INCREASED relative 
to its current configuration. The project's density which conservatively adds 
approximately 150 residential units on land which is zoned for 693 units, has been 
contained within the shadow of a 220 foot apartment building and allows for over 
50% of the land to be dedicated to recreation and open space. 
San Francisco Waterfront Partners has redesigned their entire project with the 
community in mind and is committed to excellence on the waterfront, as 
demonstrated at Piers 1 V^, 3 & 5. San Francisco's waterfront belongs to all citizens 
of San Francisco, not just to private tennis club members. We urge you to consider 
the waterfront, the community, the city's workforce and the greater city and support 8 
Washington Street. 


January 28, 2009 
From: Rick Thomas 
Email to MMoyer 


Having supported and worked in the Port area and financial district of San Francisco 
for over 30 years, 1 definitely have a sense of what is appropriate for the community 
and what should be considered "positive" for the local area. The 8 Washington Street 



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Page 8 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 





project is definitely in this category and 1 urge you to support its approval. 
Not only will the overall recreation and open space on the project be increased 
relative to its current configuration, the project includes significant public benefits. 
These include public open spaces ( Three (3), which exceeds the total area of 
Seawall Lot 351), a public garage serving the Ferry Building (much needed!), 
residential housing, street level retail and restaurants, and a new recreation facility. 
The project's density which conservatively adds approximately 150 residential units 
on land which is zoned for 693 units, has been contained within the shadow of a 220 
foot apartment building and allows for over 50% of the land to be dedicated to 
recreation and open space. 

San Francisco Waterfront Partners has redesigned their entire project with the 
community in mind and is committed to excellence on the waterfront, as 
demonstrated at Piers 1 >2, 3 & 5. San Francisco's waterfront belongs to all citizens 
of San Francisco, not just to private tennis club members. We urge you to consider 
the waterfront, the community, the city's workforce and the greater city and support 8 
Washington Street. 


January 28, 2009 

From: Christine Farren 

Email to Supervisor 
Chiu 
Copied to: MMoyer 


As a person who lives and works in District 3, 1 am sincerely interested (and 
invested) in how our district is shaped in the not-so-distant future. 1 live in the North 
Beach neighborhood and walk each day to my job at the Ferry Building, passing the 
site of the proposed 8 Washington project. The organization which 1 work for, 
CUESA, operates the Ferry Plaza Farmers Market. So in the effort of full disclosure 
you should know that not only do 1 believe the farmers market would benefit from this 
project (by providing critically needed parking and additional residents to the 
neighborhood) but 1 also feel it would positively affect our community and my own 
enjoyment of the neighborhood. 

Along with my husband, 1 am raising a son In the district and we literally treat the 
waterfront as our backyard. They walk to meet me at the farmers market twice a 
week, 1 regularly run along the Embarcadero, and when 1 need to get out of the 
dense and cramped confines of my street (Stockton, between Union & Green) there 
is no better place to go than the waterfront to look out on the beautiful bay. The idea 
of including more public park space on our waterfront is extremely appealing. 
Finally, having more residents, retail and restaurants on the street will continue to 
make this a vibrant part of the city. 1 moved here only 6 years ago, and so have been 
witness to the incredible transformation of this area-which was put into place over a 
decade beforehand. 1 feel that the 8 Washington project is in line with the trajectory 
of this development. It is appropriate in scale, benefits both residents and visitors, 
and would be a tremendous community asset. 

Thank you for your time and consideration In reading my opinion. And feel free to 
write back with any questions. 


January 28, 2009 

From: "Nena Ong" 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


1 am writing you to let you know that 1 am in full support of the proposed development 
by the San Francisco Waterfront Partners (SFWP) regarding the subject project. 1 
have worked for Glumac Consulting Engineers for the past 20 years and SFWP has 
been our client since then. 

Please consider this a very important project that will benefit numerous San 
Franciscans for many, many years to come. Needless to say, this will also create 
jobs for those who are unemployed in the construction Industry. Nena Ong, 
Administrative Assistant 


January 28, 2009 

From: Anne Putnam 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


1 am writing to you as a concerned citizen of Telegraph Hill. 1 disagree strongly with 
the position taken by the Hill Dwellers regarding the development of 8 Washington 
Street. 1 think the huge success of the Ferry Building, both in terms of local approval 
and the tourism it has brought into the city, has proven what fresh new ideas can do 
for our Embarcadero. 1 am all for continuing in the same vein, working to modernize 
and beautify the waterfront, and make it more accessible and livable for San 
Franciscans, as well as converting it from semi-warehouse to a promenade for 
pedestrian tourists. 



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Page 9 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



We should be working to enhance the waterfront, to bring it to its full potential, not to 
keep things the way they are: half-developed and borderline scuzzy in some places. 



January 29, 2009 

From: Susann Kellison 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



As a Telegraph Hill resident, and frequent patron of the Ferry Building and newly 
renovated Piers 1 1/2, 3 and 5, 1 urge you to support the 8 Washington Street 
Project. Too much time, money and energy is being wasted countering the 
objections of a few, very vocal, detractors of the project. The benefits of SFWP's 
plan are many, and far outweigh the narrow and short-sighted (not to mention 
simply wrong) objections of The Hill Dwellers and FOGG. San Francisco sorely, and 
today urgently, needs the revenue which this tasteful and thoughtfully designed 
development will provide. 

All San Franciscans, not just residents of District 3, benefit from the beautifully 
renewed waterfront, and while the needs of many should be considered, please 
don't ignore the less vocal among us who support this project. 



February 4, 2009 
From Nan Roth 

Written Comments at 
NEWAG Meeting 



The Port does not seem to catch on to the fact, and Mr. Snellgrove persists in 
denying, that the Golden Gateway Tennis & Swim Club is an important 
neighborhood recreational resource. 

If the project proceeds as proposed, who will manage the tenniscourts and pools? 
Who will have access to them? Will the owners of your condos have priority access 
over others? How large of a user pool, or membership count, can four courts and two 
pools accommodate as compared with the current active GGTSC membership? 
If my memory serves me correctly, there has been a pattern of failure for Port 
projects which only draw one or two qualified responses to their RFPs. This has led 
me to wonder whether the tepid response is related to feasibility issues, as well as in 
some instances a flawed effort to tailor a specific proposal to a specific developer's 
needs, such as we had with the original project proposed for Piers 27-3 1. Also, 
without a strong response, the Port inevitably ends up being forced to make more 
and less favorable concessions to the developer. 

Why have you elected in this case to move ahead with only one respondent when 
both the current worldwide economic conditions and the inevitable implication of 
collusion would strongly suggest that it would be wiser to both delay and restructure 
the requirements for developing SWL 351? 

Why choose to encumber the Port with a contractual obligation to Mr. Snellgrove that 
could tie SWL 351 up for a decade, if not longer, before it gets built, if ever, when 
you can simply lease parking from the Embarcadero Center? In terms of 
convenience, it is no farther away from the Ferry Building than SWL 35 1 . It would be 
a less costly and more flexible arrangement in that you could modify the lease as 
your needs changed over time. You would retain the option to partner with someone 
else, under more favorable economic conditions, to develop SWL 35 1 in a manner 
that conforms to its current zoning and meets the Ports responsibility as trustee of 
SWL 351 to develop, not destroy, recreation facilities for public use. But most 
important, you would not be locked into such a costly operation with such a high risk 
of failure as Mr. Snellgrove proposes. 

SWL 351 is just the means to an end for Mr. Snellgrove-help out the Port in an effort 
to gain a more favorable outcome during the lengthy and complicated approval 
process-and of course gain control over a site that could also be developed to 84 
feet. Again, is partnering with Mr. Snellgrove rather than leasing already existing 
parking a sound business and ethical strategy on the part of the Port? 



February 4, 2009 

From: Tim Geraci 

Email to Monique 

Moyer 

Cc: David Chiu 



I object to "The Most Favorite Nation" status awarded to SFWP and the Seawall Lot 
351-8 Washington Street projects. In my opinion, these projects are prime 
candidates for the 2009 San Francisco urban and environmental destruction award. 
The urban matter:(1) I am in Brooklyn, visiting my grandchildren, and have observed 
the new urban blight and cancer, the multiple stopped construction projects- huge 
holes partially filled with water, garbage, plastic bags and birds, all of unknown 
origin. These projects are in financial limbo and may never finish. The Port of San 
Francisco, NEWAG and the City and County of San Francisco should require SFWP 



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Page 10 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



and their financial sources to place the full funding for these projects in an escrow 
account. We do not want our pools to be replaced by a hole in the ground filled with 
tidewater. (2) SFWP wish to place a 500 car plus garage at the Seawall 351 site. 
This is at a time when City and County of San Francisco want to limit the number of 
cars in the city, the Mayor wants to close The Embarcadero on select days and our 
portion of Market Street closed to automobiles. Now SFWP wants the people from 
Marin, Alameda, Contra Costa, San Mateo to make the area SUV heaven. Does any 
one on your side of the Embarcadero read the paper? 

(2) The environment: the pollutants from this project will be a real threat to those with 
respiratory problems. I have documented the soot on our tables now and can only 
guess the degree of dirt we will be breathing. Many of us have asthma and this will 
be terrible. The projects will require pile drivers-when they built the Hotel Vitale, they 
went for 6 days a week and we almost lost our hearing. 
Who is going to be responsible for this mess- the Port, SFWP, the Port members?? 



February 4, 2009 

From: Arthur Chang 

Email to: KDiohep 
NEWAG subcommittee 



The Port Property Lot 351 is already a public space (i.e. public ownership subject to 
the public trust doctrine) if owned by the port and not intended for sale. So we're not 
talking about who owns it? The Port owns it and the manner in which it is to be 
developed by a lessee must meet with public objectives of planning and use 
compatible with its surrounding neighbors. 

One of the main ways of organizing space is through defining some places as private 
and others as public. Some places are protected and set apart from the rest by a 
complex system of signification: by spatial means such as signs, boundaries, fences, 
walls and gates; or by temporal means such as predetermined working hours. Some 
spaces have continuously played the role of a distinguished node in the history of a 
city and the social life of its citizens. 

I'm not calling for a greensward treatment of Port Lot 351, as some have advocated. 
This is an objective I can sympathize with, but I'm more concerned with the proper 
use and treatment of what is referred to in the orange outlines in Snellgrove's 
proposal as the "urban edge". The early Snellgrove proposal rightly opened up the 
center of the site with view and human access penetration in a North/South 
directions, towards the waterfront and the Embarcadero from inland, not as now 
proposed as a twin eight-story articulated barrier the whole length of the site! The 
central core of the development site is of considerable size, almost a third of the site, 
and is a meaningless North-West to South-East massive elaborately disguised (50% 
of the space between the two buildings) cul-de-sac. 

This provides vehicular access between the two monolith buildings and then merges 
with a much smaller strip of abandoned Jackson Street landscaped and labeled as 
Jackson Commons! It is a site plan that maximizes view blocking and minimizes view 
potential of the Bay for the inhabitants of the two buildings — a design for neighbors 
viewing neighbors, and not nearly as accommodating residents as the two co-op 
apartment monolith view blockers of the Fontana Apartments at the end of Van Ness 
Avenue! The architects of the Golden Gate apartments had the good design sense 
to place the tall apartment buildings with the short dimension of the building facing 
northward. This is fortunate for Snellgrove's condo buyers who otherwise would be 
confronted with triple instances of neighbors looking at neighbors. 
The lengthwise slab of a building is given some relief to its monotony with articulated 
receding vertical blocking to breakup its massiveness, but not gracious attention is 
given to the street front except access. The slab is rather a shock of the latest fad of 
postmodern vertical rectangular spatial framing. The street level is not inviting and 
does not address the Embarcadero as anything more than a street. The designers 
should have instead programmed the space for development with outdoor emphasis 
with pulling back from the street edge with deliberate attention to possible exterior 
use for gathering for social life of the citizens in the building and those who shop 
there or othen/vise engage in social intercourse befitting this Boulevard by the Bay. 
Public use of private space is often blurred in the environ of the "Embarcadero such 
as at the Embarcadero Center and Golden Gate Residences, where passageways 



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Page 11 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



both on the ground and in the area above ground and over the streets are "public 
space". Walk through Embarcadero Center from One to Four from Battery Street to 
Justin Herman Plaza and see how public/private space is generously offered as at 
Walton Park. 

Fortunately, the environs of the Embarcadero have historic precedents to serve as a 
guide for development of leased port sites. Thankfully, through the Redevelopment 
process the wholesale quality development of the Embarcadero Center and the 
Golden Gateway Residential developments almost two score years ago have set a 
standard of quality and the creation of what Kathy Simons (of architectural firm 
SMWM, renovators of the Ferry Building) has dubbed or coined in a SPUR's 
Newsletter in 2001 as the City's "public realm." She writes: "These are the places of 
shared experience, where diversity coexists with community, where participation and 
interaction are open to all." ("The Social Physical Fabric of Place," March 2001) 
The architectural creations of the Firm Worster, Bernardi & Emmons and the 
landscape designs of the firm Susaki and Walker won for the Perrini Construction 
Company, in competition, the development rights of this massive Redevelopment 
project. These designers and Atlanta based architect Portman and Rockefeller 
partners, the designer of the Embarcadero Center introduced to San Francisco 
"POPOS", the "privately owned public open space". The arcades, the generous 
opulent landscaping along Battery Street and the partially fenced English garden 
"Walton Park", all makes for that "public realm". 

John King, Chronicle's architecture commentator, favorably critiqued In the Chronicle 
paper (2/03/09) POPOS of office buildings in the financial district. He wrote: "But 
when reminded of how far we've come, the quibbles give way to appreciative relief — 
and a renewed appreciation of farsighted planning" But, he then retorts concerning 
"555 Mission Street" POPOS is "a bit stiff, happier to be photographed than put to 
use". A common failing of architects more absorbed with form than function. In the 
balanced of the article he carries on in the same vein about the other POPOS in the 
city since the City adopted the "Downtown Plan" In 1985 and the passage of 
Proposition M in 1986. 

King's critical points are a good starting place for conversation about intent and 
execution of public spaces intended to be inviting and used. The restoration of the 
Ferry building is a good example in point. The broad sidewalks, the arcades and 
outdoors dining and marketing make it inviting and is a vital "public realm". The 
designers of the Golden Gate Residential buildings — the arcades, street 
landscaping, outdoors furniture, interesting signage etc, used this same thematic 
content of the Ferry Building as originally conceived and is now being put to 
preeminent use by its lessees. 

The City's "Downtown Plan" of 1985 has a list of 20 suggestions for a variety of ideas 
for providing of public space that is consonant with achieving useable and inviting 
public space. Those who want to be developers of lot 351 should definitely check it 
out. 



February 05, 2009 

From: Christy 
McRoskey 

Email to Supervisor 

Chiu 

Copied to: MMoyer 



As a club member of the Golden Gate Tennis and Swim Club, I would like you to 
know that FOGG does not represent the interests of all of the club members. The 
club facilities are run down and in desperate need of an upgrade. The 8 
Washington proposal dramatically improves the fitness, recreation and swim facilities 
and is preserved as a significant component of the project. However, to discuss the 
merits of the project on the basis of the Tennis Club undermines the massive amount 
of public benefits which are achieved by this proposal. Even as a paying member 
who benefits from the fitness facilities, I recognize that privatizing this civic waterfront 
land for exclusively private uses is an outdated and unsound use for our waterfront. 
The current proposal is sensitive to the scale of the community, provides much 
needed parking for the Ferry Building Area, restaurants and retail, as well as three 
significant waterfront parks. Please take the time to consider the many benefits that 
this project will provide the community, the waterfront, its visitors, the Port and the 
greater City and support 8 Washington Street. 



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Page 12 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



February 8. 2009 

From: William H. Sauro 

President/ Barbary 

Coast Neighborhood 

Assn 

Email to Monique 

Moyer David Chiu, 

SSnellgrove 


Alicia Esterkamp's posting on www.TheBarbarvCoastNews.com was well presented. 
However, as 1 stated in my comment on the site, I'm afraid Alicia misses the big 
points regarding the neighborhood's almost unanimous objection to this 
development. 

1 . Creating A Wall along the Embarcadero Sidewalk. It's way too tall for being 
smack, dab on the sidewalk of the Embarcadero. Pacific Waterfront Partners (PWP) 
should do a rendering of what the view of Telegraph Hill will be like when 8 
Washington is built when you stand in front of Ferry Park. What Coit Tower? Where 
did it go? 

2. A Zoning Goof-Up Gives PWP a Bonanza. The 8 Washington site is zoned for 
eight stories because of a mistake. CalTrans zoned the land next to the 
Embarcadero Freeway at 84 feet. With the freeway gone, the zoning mistake should 
be corrected and the land should be rezoned to 40x feet, like most all the land North 
of the Ferry Building on the Embarcadero. 

3. Destroying A Promise to The Gateway Apartment Dwellers. When the 
Redevelopment Agency allowed the construction of The Gateway Apartments, part 
of the deal was to make the GG Tennis and Swim Club the renters' open space and 
recreational amenity. There was a compact made, and now it is being broken by a 
greedy owner of The Gateway Apartments, who stands to make millions on his share 
of this development. New owners of 8 Washington's luxury condos will have priority 
at the new Club, leaving few spaces for long-time members. And five of the nine 
tennis courts will be gone forever. How is this fair to the Barbary Coast 
neighborhood? 

So... it might be appropriate to go back to the drawing board. Perhaps PWP and the 
CalStrs could make just a little less profit. 

Scale down the development; built it four stories or less along the Embarcadero, and 
higher If necessary on Drumm Street; keep all 9 tennis courts and pools; grandfather 
existing Gateway Apartment members into the club at their current dues. Do these 
things, and watch how the neighborhood might change Its view of this project. 


February 10, 2009 

From: Ruthy Bennett 

Email to Supervisor 

Chiu 

Copied to: MMoyer 


1 am writing to urge you to award the development rights of SWL 351 to San 
Francisco Waterfront Partners. The project proposed by SF Waterfront Partners for 
8 Washington Street is a green and sustainable project. It is adding public open 
space to our city, which desperately needs this kind of space. SF Waterfront 
Partners has worked with the community and the City to create a well designed, 
diverse and fonward looking project. Please consider adding this surface parking lot 
to their project and allowing SF Waterfront to turn a current heat island into a public 
green space. Thank you, Ruthy Bennett 


February 10, 2009 
From: Ken Rubardt 
Email to Monique 
Moyer 


As residents of the Golden Gateways Center and members of the Tennis and Swim 
club, we'd like to add our names to the list of people strongly opposed to the 
development at Washington and Drumm. This is a lovely area of the city that would 
be diminished by squeezing in more highrise blocks and reducing the openness of 
the area. 


February 18,2009 

From: Jonathan 
Middlebrook 

Email to John Rahaim 
Copied to MMoyer 


No doubt you know of the struggle in the Barbary Coast Neighborhood over 
development of public land (Seawall Lot 351) in conjunction or tandem with private 
land abutting it— the combined parcel known as the 8 Washington project. 
It's a 4-way contest, with the Port, a one-interest lobby named FOGG (Friends of the 
Golden Gateway), a neighborhood association (BCNA) and the developer (Pacific 
Waterfront Properties) locked in the cage together, and apparently at impass 
My own interest in the matter is twofold: first, the current use of SWL 351 as a 
parking lot blights an extremely valuable plot of NE waterfront land. The lot, with its 
chainlink fence topped with a straggle of hostile barbed wire, attracts garbage, rats in 
the ivy, and after-nightfall drug deals.- Second fold: 1 am a condo owner and 
stakeholder in the neighborhood and given to night-time dog walking. 
As a member of the Board of the Barbary Coast Neighborhood Association, 1 speak 
with all the contestants, generally cordially, though 1 need here to emphasize that my 



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Page 13 of 14 



Appendix D 
Public Comment Received regarding Seawall 351 Project 

December 12, 2009 to February 19, 2009 



support for a negotiated mixed-use development based on PWP's current proposal 

for 8 Washington is, so far, a minority point of view on the BCNA Board. Perhaps this 

is the case because there is a considerable overlap between the boards of FOGG 

and BCNA. 

FOGG'S position is that their private club's 9 tennis courts trump all other 

considerations gavin, newsom@sfgov.org in matters of development. The Port's 

need for money and the City's interest in high-paying construction jobs and a vital 

and inhabited NE waterfront with truly public (no-fee) open space, simply are not 

factored into their calculations. 

Such determined one-issue resistance to any realistic development proposals has so 

far been successful. Ultimately, however, FOGG's resistance is doomed. The site 

will be developed. The only questions are how, and by whom and to what height 

along The Embarcadero itself. 

We have a genuine consensus in Barbary that 40' is an appropriate height limit for 

buildings on The Embarcadero. 

While the current PWP proposal is for two 84' towers, one on The Embarcadero, 

there is a way out our impasse. 

It requires the Planning Department to play a leading role in negotiating with PWP to 

accept a 40' height limit at The Embarcadero and a tower — say 140 ' or so — on the 

sw corner of their proposal. Such a tower would be unremarkable (a virtue) because 

it would be overtopped by a 240' apartment structure to its west and by the 

downtown highrises to the south. Looking north from the Ferry Building, the current 

pedestrian view of Coit Tower would be maintained. 

While negotiating with FOGG is likely to be as rewarding as President Obama's 

courtship of congressional Republicans, the neighborhood is not so monolithic in its 

opposition to realistic development as FOGG would have the Board of Supervisors 

believe. 

A development which produces income for the Port, rebuilds a private club with its 

two swimming pools and improves exercise facilities and at least 4 tennis courts, and 

additionally gives the public true, no-fee open space and clear pedestrian lanes from 

Davis Street to The Embarcadero can gain public support, probably in inverse 

proportion to distance from the membership desk at the Golden Gateway Tennis & 

Swim Club. 

I urge you to work with the Board of Supervisors and our District 3 supervisor. Board 

President Chiu, to implement the solution I have outlined at too much length in this 

letter. 

For my own part, I'll continue to speak in favor of it in the various meetings I attend, 

to the whispered thanks of Barbary Coasters who seem to be intimidated into silence 

among their peers. 



G:'Seawall Lot SSI'evalualion'slaffrcporl'ADDcml ix Public Commenl.doc 



Page 14 of 14 



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Januarx 26. :(i()9 



Dear Superv isor C liiu: 

I am v\iitii)g to \nu .\.s a neighbor to xoicc my Mippoil lor the 8 Washinglon proposal ihat 
has been suhniittccl \o the Port b\ San trancisco W'atertruni l^itlners lor the re- 
development ofSeawall Lot Bloek 35! Aud liie Hdjacent Gateway Center Land. 

As a tenant on the Waterfront and ha\ ing been personall) involved in the development of 

The Hyatt Regenex San Franeisco man> years agi>. 1 ha\e watched the steady 

rede\ elopment of the area since 1973. I consider the proposal a perfect oppoi1unit\ to 

give the public a large amount of open space, solve the Fen) Building Waterfront Area's 

parking problems and ensure the siisiainabilit) of the tennis and swinnning recreation 

club. 

I project that from the IKait Regency's stand point, the development will boost the 
quality of the neigliborhood and increase the desirability of the area, not onl)' for local 
residents but for business travelers and tourists alike. 

I do not beliexe thai an eight stor) building located to the south of Jack>on Street and in 
the shadow of a 22 story building should be considered as mtiusive on the neighborhood. 

I hope >ou nil! support (he Port's endeavors on the uaierlVoni and not be mi.sled h\ the 
baiTage of misinformation that is being directed to vou by a r<.lati\el> few special interest 
groups. 

Sincerelv. 



John A. Prit/ker 



cc: Monique Mover, Port F\ecuti\c Director 
.Alicia Estcrkamp. SFWP 



DICK GLUMAC CONSULTING ENGINEER 

150 California Street, 3rd Floor Mechanical 

San Francisco, CA 94111-4525 

Tel. (415) 398-7667 Fax (415) 398-0596 Mobile: (415) 518-8439 Electflcal 

E-mail: dglumac@glumac.com 

Acoustical 
(Via e-mail: david.chiu(S)sfgov.org ) 

January 26, 2009 

District 3 Supervisor & President David Chiu 
City Hall 

1 Dr. Carlton B. Goodlett Place, Room 244 
San Francisco, CA 94102-4689 

Subject: Seawall Lot 351 / 8 Washington Street 

Dear Supervisor Chiu: 

I am an ardent supporter of the proposed development by the San Francisco Waterfront Partners at the 
subject lot. Consequently, I urge you to approve the project since, in my opinion, this project is one of 
those rare win-win situations for the City. I have heard two presentations at the Port Commission and 
have intimate knowledge of the proposed development. 

I am a resident of San Francisco since 1961. I have started an engineering firm in 1971 with offices at 
the Embarcadero Center. I have served as Commissioner on the Board of Examiners for the last 26 
years. In that capacity I have seen many projects, large and small, that came to the Board. As a 
Mechanical and Electrical Engineer, I have been involved with many projects in the City. I was also 
fortunate to work with the people in charge of San Francisco Waterfront Partners and I consider them 
the best and most responsive developer in the City, bar none. I believe my background in the 
construction industry qualifies me to pass the judgment on this development. 

The proposed development meets and exceeds ALL of the needs of the neighborhood of Washington 
Street and The Embarcadero and will provide badly needed jobs in the construction industry - the San 
Francisco own stimulus package. 

I urge you again to support this beautiful project. Time is of the essence. 

Sincerely, 




DICK M. GLUMAC, P. E. 
Consultant Engineer 

cc: Monique Moyer - Port Executive Director 
(via e-mail: monique. mover(S)sfport. com ) 
Alicia Esterkamp - San Francisco Waterfront Partners, Principal 
(via e-mail: aesterkamp@pacificwaterfront.com ) 




995 Market Streel 

Sulle 1525 

,V ' Son Francisco, CA 94103 

.-V.if ' 415 541 9001 lel 

415 431 2468 fox 

info®sfhac,org 

Son Froncisco wv/w.sihoc.org 

HOUSING 

/';■■: K 
COALITION 

Supervisor David Chiu 

San Francisco Board of Supervisors 

City Hall, Room 244 

1 Dr. Carlton B. Goodlett Place 

San Francisco, CA 94102-4689 

January 28, 2009 

Ref: 8 Washington Street Mixed-Use Project 
San Francisco Waterfront Partners LLP 

Dear Supervisor Chiu: 

On behalf of the 83 member organizations of the San Francisco Housing Action 
Coalition (SFHAC), I would like to draw your attention to a project in your district that 
is of keen importance to our members. 

As you are aware, for over three years, the Pacific Waterfront Partners' proposed mixed- 
use residential project at 8 Washington Street has been worldng to secure its 
entitlement and approvals. The SFHAC has long supported its proposed land uses and 
general urban design. We believe it will support SFHAC's mission of increasing the 
supply of well-located housing that conforms to good urban design principles and meets 
the needs of present and future San Franciscans. Furthermore, we continue to believe 
that this project will revitalize the Embarcadero, reconnect the waterfront to its adjacent 
neighborhoods and bring enormous financial and aesthetic benefits to the City. 

We laiow that there is vocal organized local opposition to this worthy project. We are 
writing to ask that you consider the reasons why supporting this project plainly benefits 
the larger interests of San Francisco. 

Land Use, Sea Wall Lot 351, perhaps some of the most valuable land in 
Northern California, is currently being used as a parking lot. Perhaps this made 
sense when the Embarcadero Freeway was standing - continuing it into the 
future is a gross misuse of a valuable resource. Other than the proposed 8 
Washington mixed-use project, are there any alternative proposals that would 
not perpetuate an ugly parldng lot on one of our grandest boulevards? Is it not 
time to put this land to better use? 



The San Francisco Housing Acllon Coalition advocalet lor Ihe creation of well-design»d, well-localed housing, 
al ALL levali of affordobilily, to meet the needs of San Franciscam, present and future. 



Super\dsor David Chiu 
January 28, 2009 
Page Two 



Financial Benefits. As we Icnow, the Port of San Francisco faces a crushing 
capital improvements and infrastructure backlog. Its facilities are crumbling and 
there are currently few realistic sources of funding to address this critical 
problem. The City is in scarcely better financial condition. The proposed 8 
Washington project would bring significant badly needed revenue to the Port and 
the City. Building it would pay for public open space, improved recreational 
space and provide much-needed jobs. A recent competing proposal for a hotel on 
Lot 351 was withdrawn as infeasible. No others have come forward. Have there 
been any alternative proposals that do not require the City to spend money at 
this location? 

Affordable Housing. Although the proposed 8 Washington project is market- 
rate, under the City's inclusionary housing ordinance, it is required to provide 15 
to 20 percent desperately needed below-market-rate housing in District 3. 
Depending on the project size, this is estimated at 21 to 34 homes for families 
that could otherwise not obtain them. This must not be taken lightly. Does 
losing five private tennis courts trump this much affordable housing for District 3 
families? 

Project Height. The proposed height for the 8 Washington project is 84 feet. 
This is one-third the height of the adjacent Golden Gateway, the closest housing 
and one-sixth the height of Embarcadero Center, the closest commercial 
buildings. It hardly registers next to them and is only slightly taller than the pier 
bulkhead buildings across the Embarcadero. This is a modest proposal that fits 
weU with its surroundings and it is this residential density that allows for the 
creation of the significant public benefits. Does this not represent a sensible 
progression of building out the northeast waterfront? 

Open Space. The proposal not only provides 28,000 square feet of privately 
maintained public open space, it creates a pedestrian opening from Jackson 
Street to the Embarcadero that will help activate the waterfront. Please note that 
the 28,000 square feet of public open space exceeds the total land area of SWL 
351. At the same time, it increases the total amount of private recreational 
area. We must emphasize that the Golden Gateway Tennis and Swim Club is a 
private, members-only, facility. The proposed open space use of this land is an 
improvement for all San Franciscans. Are there other proposals that offer the 
City a better deal? 



Supervisor David Chiu 
January 28, 2009 
Page Tliree 



Additional Studies. The proposed 8 Washington project has been designed in 
conformance with the Waterfront Land Use Plan that vy^as adopted by the City 
more than a decade ago. This plan received extensive public input and won 
broad acceptance. We now hear calls for additional studies before changes can be 
made on the Embarcadero. How will additional studies benefit the integrity of 
the City's planning process? How does the City benefit by delaying the project? 

We are sympathetic to the difficulties in balancing the competing interests at play. 
However, we believe that the public benefits offered by the 8 Washington project are 
plainly in the larger interests of the whole City. We respectfully urge you support this 
project. 

We stand ready to work with you on this important issue in any way you think helpful. 

Sincereh 




TimCoK 
Executive Director 



Cc: SF Port Executive Director Monique Moyer 
SF Planning Director John Rahaim 



Appendix E 



Responses to Northeast Waterfront Advisory Group 

Questions regarding San Francisco Waterfront Partners 

Proposal for Seawall Lot 351 



SWL 351 RFP Process 

Questions for the Port Staff 

Raised by Northeast Waterfront Advisory Group Sub-Committee Review 

1) What implications does the North Point Force Main on The Embarcadero, adjacent to the 
site, have for the project? 

The San Francisco Public Utilities Commission is moving forward with a plan to realign the 
North Point Force Main that currently runs down The Embarcadero. The realignment will 
run the force main through the sewer box currently existing in the Jackson Street right-of- 
way that crosses SWL 351. The Port is working with the PUC to ensure that this project does 
not impact the ability to develop SWL 351. The PUC is in final construction documents state 
and anticipates beginning construction in Summer 2009. At a future NEW AG meeting, the 
PUC project staff will be present this project. 



2) What is the current status of the City 's goal presented several months ago to the NEWAG by 
former SF Planning Director Dean Macris and Planning 's Dave Alumbaugh, with $1 00, 000 
in funding from the Recreation & Park and Planning Departments "to create a lively 
crossroads of enticing fun, rather than the 20 acres of scenic but little-used space that now 
spills inland from the Ferry Building "(John King, San Francisco Chronicle)? 

3) How does the proposal relate to this Recreation & Park/Planning Dept open space planning 
process? Sue Bierman/Ferry Park will be surrounded by tall buildings that will limit the 
transition that NEWAG discussed as important at the meeting where Macris/Alumbaugh 
presented. Will the built environment cut off options for open/recreation space? 

These two questions address the same planning effort. 

The Planning Department's review of waterfront open space will focus on the current park 
areas and identify they can better meet the City's needs. These areas are Sue Bierman Park, 
Justin Hermann Plaza including the portion between Market and Mission Streets, and Harry 
Bridges Plaza. An initial report of these efforts will be available in April 2009. 



4) When might the Waterfront Design Advisory Committee weigh in with its analysis and 
recommendations re design for the GGTSC site and SWL 351? 

Waterfront Design Advisory Committee review would be one of the steps in the development 
review process after the Port Commission would award the development opportunity during 
the negotiations period. 



5) How will staff deal with these questions and with the additional comments & questions on 
February 4 from NEWAG members and the public 

Staff answered these questions verbally and in writing and has included them in the Staff 
Report provided to the Port Commission regarding the SWL 351 development opportunity. 
The summary of comments made at the meeting is also in the Staff Report. 



Suggestions and Questions from January 22, 2009 Meeting re SWL 351 Proposal 
San Francisco Waterfront Partners Response: 



1) What implications does the Port of San Francisco Embarcadero Historic District have for the 
project, with respect to the Old Seawall and New Seawall, and urban design and 
compatibility? 

The San Francisco Embarcadero Historic District includes the Piers, certain buildings, 
the New Seawall and the Marginal Wharf but does not include SWL 351. The Old 
Seawall may be affected by the excavation required for the parking garage; it is unlikely 
that the minor excavation for the one story health club building will affect the Old 
Seawall. Any impacts on the Old Seawall will be fully studied and disclosed in the EIR 
and appropriate mitigation measures will be adopted for testing, monitoring, data 
recovery and interpretation. 

The project has no impact or relationship to the New Seawall. 

The Waterfront Design Advisory Board, the San Francisco Planning Department, the 
Historic Preservation Commission, the Port Commission and the San Francisco 
Planning Commission will evaluate the design of the new building in the context of being 
across the Embarcadero from buildings that are located within the District. 

2) What is the likelihood of finding an historic ship or historic structure buried on the site, and 
how would that affect the proposal if any are found during excavation? 

The buried ship that is most likely located within the boundaries of the site is the Bethel - 
see attached map. The excavation for the tennis courts and one-story health club 
building is limited to approximately four feet. The draft Cultural ARDTP study indicates 
that the top of the ship is most likely at a depth of 8-10 feet below current day land 
surface. Therefore there will likely be no affect on the Bethel based on this information. 

The Final Cultural ARDTP will contain protocols and mitigations in the event that an 
historic ship is discovered during excavation of the site. 

3) Might the above, or any other underground conditions, preclude underground parking or 
make it too costly? 

We believe that we have adequately studied and planned for all of the above conditions 
and have priced the underground garage appropriately. 

4) Is the recreation associated with the Golden Gate Tennis & Swim Club (GGTSC) called for 
in the Golden Gateway Redevelopment Area, the Golden Gateway Apartments conditions of 
approval or any other measures adopted by the City, i.e. what is it's legal status? 

The legal status of the GGTSC is on a month-to-month lease located on a parcel zoned 
under the City Planning Code as RC-4 (Residential-Commercial Combined Use-High 



Density), 84-E (84' height limit). There is no law, legal document or deed restriction that 
mandates the GGTSC's continued presence at the site. 

The site occupied by the GGTSC was designated for Residential use under the 1959 
Embarcadero-Lower Market (Golden Gateway) Redevelopment Plan. The 
Redevelopment Plan expired on January 1, 2009. The only continuing land use controls 
from the Redevelopment Plan relate to Block 168 (located north of Jackson Street) which 
continue through December 5, 2009. None of the Redevelopment Plan land use controls 
require the site to be dedicated for recreation. After expiration of the Redevelopment 
Plan land use controls, the entire GGTSC will be governed solely by the Planning Code. 

The site is also subject to an interim zoning control adopted by the Board of Supervisors 
that requires a conditional use permit for projects involving a change in use or reduction 
of recreation facilities of more than 15,000 square feet. 

There is some confusion over the use of the site for recreation, so some historical context 
is useful. A few years after the original adoption of the Redevelopment Plan in 1959, the 
Redevelopment Agency entered into a Disposition Agreement with the Perini Corporation 
for redevelopment of the Golden Gateway. In the Redevelopment Plan, the GGTSC site 
was zoned Residential with a 250' height limit, but the Disposition Agreement imposed a 
requirement for the developer to build "community facilities of a permanent nature . . . 
designed primarily for use on a nonprofit basis. " However, the requirement to construct 
these community facilities was deleted by the Redevelopment Agency in the second 
supplement and amendment to this disposition agreement on March 24, 1976, at the same 
time that the Agency reduced the height to 84' and put into place a permanent open space 
designation for Sidney Walton Park. A memorandum dated October 17, 1975 from 
Arthur F. Evans, Executive Director of the Redevelopment Agency, indicates that the 
community facilities requirement was eliminated on the condition that the Golden 
Gateway Center dedicate Sidney Walton Square for perpetual use as a public park. 
Prior to this agreement, the Redevelopment Plan would have allowed Sidney Walton 
Square to eventually be developed for residential use. The record shows that Perini 
received a subsidy for the land cost in conjuntion with its redevelopment of the Golden 
Gateway Commons in 1976 due to the diminution in value of Sidney Walton Park, not in 
exchange for an agreement to retain the GGTSC site as permanent recreation. 

In any event, the Club as approved and currently operated, would not have qualified 
under the community facility provision that was deleted from the Redevelopment Plan 
because it is not operated on a nonprofit basis. The Club is a private swim and tennis 
club, with no public access. 

5) How long would the GGTSC pools and tennis courts be unusable due to demolition and 
construction? Where are other comparable recreation facilities that might be available to 
current club members during this period, and would GGTSC members receive any 
preferential treatment at such facilities? 

As currently planned, the pools and tennis courts would be unusable during the 2 '/i years 
of construction. We are, however, working with the operators. Western Athletic Clubs, to 
secure interim facilities at the Bay Club and the San Francisco Tennis Club. 



6) The site is still within an 84-E Height & Bulk District. Many believe this is an anachronistic 
holdover from the Embarcadero Freeway, which pits the community/neighborhood against 
the economic needs of the Port to maximize revenues. Were design changes considered to 
increase height on the Drumm Street frontage, then stepping down to lower, less bulky height 
at The Embarcadero frontage? 

As explained in the answer to question 4 above, the original height in the Redevelopment 
Plan was 250 feet. It was not related to the Embarcadero Freeway height, but intended 
to encourage high-density high-rise residential development. In the mid-70's that type of 
development was considered economically infeasible so the entire area was rezoned to 84 
feet to accommodate the type of mid-level residential development proposed by Perini, 
which became the Golden Gateway Commons. 

The current project/residential density is required to pay for the vast public benefits 
within the project. The proposed height is also required to allow the project to retain the 
entire site north of Jackson Street as open space and recreation. We have designed the 
project to achieve the required density while conforming to the City 's current zoning and 
height map. We consider changes to the existing height maps to be a City Planning 
matter and we have not yet explored this with the Planning Department. 

7) When might the SF Planning Department and Planning Commission weigh in with 
Planning 's analysis and recommendations re the appropriate Zoning Use District and Height 
& Bulk District, and design, for the GGTSC site and SWL 351? 

We do not control when Planning would weigh in with analysis and recommendations. 
However, if awarded the RFP, we would commence pre-application meetings with the 
Planning Department immediately in anticipation of submitting a PUD/CUP application. 
We are not requesting a height/bulk or zone change, but the Planning Department and 
Commission would review the proposed design for the GGTSC and SWL 351 sites as part 
of the PUD/CU process. 

8) Has open space or a lower profile been considered for the comer at Washington Street and 
The Embarcadero? Has pulling back from the street edge been considered, as a possible 
exterior use enabling gathering for social life of the citizens in the building and those who 
come to it for the commerce it has to offer? 

These options were considered but given the current 84 height limit did not allow for the 
density which the project financially depends on. Given the size constraints of the site 
and the required density, we prioritized open space and recreation space north of 
Jackson Street over further setbacks. However, the ground floor retail along the 
Embarcadero edge would be recessed to allow for protected outdoor seating. 

9) What is proposed between the tennis courts and Pacific Waterfront Park (if no restaurant) in 
the area shaded gray in several drawings? 

The plan would either include a restaurant with seating spilling out into the park, which 
would enhance the security of the park, an art wall, decorating the back side of the tennis 
fence, or a potential bike rental facility (ie: Millennium Park). 



10) What facade treatment would be used for the building wall along The Embarcadero behind 
the steps that rise from the tennis courts to the club building roof? 

This building would be consistent with the residential buildings and would be comprised 
of limestone and glass. The staircase and lounging area along the staircase would 
include landscaped portions. 

1 1) What are The Embarcadero's sidewalk widths alongside SWL 35 1 and the GGTSC site? 

The Embarcadero sidewalk adjacent to SWL 351 and GGTSC is 15 feet wide and planted 
with London Plane trees. The sidewalk width and design was considered and adopted by 
the Port and the City as part of the Mid-Embarcadero project, the result of a multi-year 
planning process that occurred after the Embarcadero Freeway was razed. This 15' 
width is consistent throughout the majority of the Embarcadero Roadway Project from 
King Street on the south to North Point Street on the north. There are two stops for the 
12 Folsom bus in this area; one at the mid-block signalized crossing between the Pier 3 
and Pier 5 Bulkhead buildings and one at the corner of Washington and Embarcadero. 

1 2) What do the blue arrows on page 2.16 indicate? 

Pedestrian access. 

13) What are the anticipated unit sizes and bedroom counts? 

The units are an average of 1600sfand would include 20% one bedrooms and 80% two 
and three bedrooms. 

14) Can an elevation or rendering be provided that shows the Entrance Pavilion better? 

Yes. In-progress image presented to NEWAG. 



1 5) Can photomontages be made available in the future that show the proposal from (a) Drumm 
Street between Embarcadero 3 and 4, (b) Sue Bierman Park, (3) the promenade alongside the 
Ferry Building, and (4) the promenade between Pier 5 and Pier 7? 

Yes. (In progress) 



16) What is the height of the Ferry Building, the Pier 1-5 bulkhead buildings, the adjoining 
Golden Gateway Apartments and Golden Gateway Commons along Drumm Street? 

Pier 3: Top of arch (base of flag pole): 54 '-8 " 

Top of typical parapet: 36 '-10 1/2 " 

Pier 5: Top of arch (base of flag pole): 54 '-9 " 

Top of typical parapet: 36'-ll 1/2" 

Golden Gateway Apartments: 220 " Top of last occupied floor 

245 " Parapet over the elevator overrun tower 



Golden Gateway Commons: 57 '-6 " Top of parapet 

Ferry Building: 64 " Roof line 

232" Clock tower 



17) What ongoing efforts will staff and SFWP make with community stakeholders in the area? 

SFWP is committed to working with the Port and the community stakeholders to provide 
the best possible project and design. We have consistently shown patience and evolution 
and are prepared to continue this process. We hope for a meaningful dialogue with 
members of the community who are clearly committed to the betterment of the waterfront 
and neighborhood. 



Areas of dark gray will be excavated to 20 feet 
or deeper below the surface. 
Lighter gray areas will be excavated to a maximum of 
18 inches below ground surface, (see Figure 2) 



D 

c 

H 



Dashed line indicates approximate area where 

Bethel is reported to have sunk 

with bow pointing towards Drumm. 

Coring will begin in this area and cease if the ship 

is found 



Bethel's "Position Possible" on Filion's 
2000 Map. The estimated size of Bethel 
(120x26 feet) is shown to scale. 




A backhoe will follow the drill rig 
and dig trenches to delineate 
ship boundaries. 



WASHINGTON ST. 
• Initial Coring Locations to be followed by test trenches if resources are found 

igure 13. Archaeological Testing Plan: Bethel 

Washington Street Project 



I 



T6 



Questions re SWL 351 Proposal 
February 13, 2009 

San Francisco Waterfront Partners Response; 

1 . Are the roofs (condo or health club) big enough for Tennis? 

There is not sufficient room on either roof 

2. What is total project parking? How many levels of Parking? 

There are a total of 420 parking spaces on three levels. There would be between 
140-170 residential parking spaces (1:1) depending on final unit layout and 
count. We have proposed 250 public parking spaces provided for the Ferry 
Building Waterfront Area. 

3. What is the proposed Public trust solution to the fact that the project contains many non- 
trust uses, especially residential? 

The 8 Washington project includes a proposed exchange for those portions of 
SWL 351 on which non-trust uses are proposed for an area of land of equal or 
greater value within Blocks 1 71 and 201, located generally along the former 
Jackson Street right of way, the Drumm Street right of way and the Pacific 
Avenue right of way as well as all of the land north of Pacific Avenue contained in 
Assessors Block 1 71. This process would include approvals by the Port 
Commission, San Francisco Board of Supervisors and State Lands Commission. 

4. How many units in the project? 

140-170 depending on layout and final configuration. 

* 

5. How does the project address City affordable housing requirements? 

The project would pay a fee-in-lieu for off-site affordable housing units (20% of 
the market rate units). 

6. How does the proposed project address the existing zoning and Board of Supervisors 
restrictions on removing private recreation? 

The legislation requires a conditional use permit when removing more than 
15,000 SF of recreation space. The project will file for this conditional use 
permit. 

7. How does the project address pedestrian circulation? 

The project's developer and architect have gone to great lengths to address this 
matter. As currently configured, the site does not allow for any public pedestrian 



circulation and isolates the public from the site. As proposed, the 8 Washington 
project encourages pedestrian access and circulation with ground floor 
restaurant and retail uses. Additionally, the project would re-open Jackson Street 
and Pacific Avenue to pedestrian access to and from the waterfront and allows 
for passive and active recreation in these open spaces. 

8. Who will manage the recreational facilities? Who will have access to them? Will condo 
owners have priority access what is change in capacity? 

As currently planned. Western Athletic Clubs (the current operator and owner of 
the Bay Club and SF Tennis Club) would continue to operate the club. Club 
members would have access to the club. The number of tennis members would 
likely be reduced while the number of fitness and swim members would be 
increased. Until the plan is finalized, we will not have an exact count in the 
increase in capacity. Golden Gateway Apartment tenants will continue to receive 
a discounted membership. 

9. Could there be, in these uncertain times, a possibility of having a big hole excavated for 
the garage, and then the developer run out of money? 

No, we would have our construction financing in place prior to beginning 
construction. 




Appendix F 

President, Board of Supervisors IsL^^^IT )a) ^'^V and County of San Francisco 

District 3 



DAVID CHIU 

^15 ft t§ • Til # ^ i 



February 19,2009 

Hon. Rodney Fong, President 

Hon. Stephanie Shakofsky, Vice President 

Hon. Kimberly Brandon 

Hon. Michael Hardeman 

Hon. Ann Lazarus 

Port of San Francisco 
Pier 1, The Embarcadero 
San Francisco, C A 94111 

Dear Commissioners 

As you know, many of my constituents along the City's northern waterfront have called 
for an update to the Port's Waterfront Plan. Given the current discourse regarding the 
development proposal at Seawall Lot 351, 1 believe that the time is right for this effort. 

Port development in the northern waterfront is an extremely important issue to many of 
the residents of my district. In recent years, several Port-initiated development efforts 
have failed in the face of community opposition. Similar concerns are currently being 
raised regarding the proposed development at SWL 351 and the future development of 
seawall lots on the northern waterfront, and I share many of these concerns. 

To address these concerns, I would strongly urge the Port Commission to work with the 
City's Planning Department to lead a focused public planning process for the Port's 
surface parking lots north of Market Street. This effort could recommend possible 
amendments to the Port's Waterfront Land Use Plan and Design and Access Element, 
and to the San Francisco Planning Code. I urge the Port Commission to condition any 
negotiations regarding SWL 351 upon the full participation of both the Port and the 
project proponent in the planning process, and require any development proposal to 
respond to development guidelines established through the process. This planning effort 
can be structured to not delay current efforts that have broad community support to 
rebuild Port piers across the street, such as the Exploratorium or Pier 27 International 
Cruise Terminal. 



City Hall • 1 Dr. Carlton B. Goodlett Place • Room 244 • San Francisco, California 94102-4689 • (415)554-7450 
Fax (415) 554-7454 • TDDyTTY (415) 554-5227 • E-mail: DavidChiuOsfgov.org 



Supervisor David Chiu 
February 19,2009 
Page 2 of 2 



The Planning Department has undertaken several successful community-based planning 
efforts, including a recent effort involving Upper Market, to resolve land use conflicts. 
From my perspective, this is a successful model to address valid community concerns and 
the Port's financial condition. 

I believe that a focused, six to eight month process managed by the Planning Department 
could foster community consensus for a SWL 351 project and design, as well as for 
future development along the northern waterfront. The community and Port have 
legitimate goals and concerns, and I hope that by bringing all stakeholders to the same 
table, we can build consensus for the future of our waterfront. 

Sincerely, 

Supervisor David Chiu 

CC: Monique Moyer, Executive Director, Port of San Francisco 



SAN FRANCISCO 
PORT COMMISSION 



FEBRUARY 24, 2009 
MINUTES OF THE MEETING 



GOVERNMENT 
DOCUMENTS DEPT 

MAR - 6 2009 

MEMBERS, PORT COMMISSION san francisco 

HON. RODNEY FONG. PRESIDENT PUBLIC LIBRARY 

HON. STEPHANIE SHAKOFSKY. VICE PRESIDENT 
HON. KIMBERLY BRANDON 
HON. MICHAEL HARDEMAN 
HON. ANN LAZARUS 



MONIQUE MOYER, EXECUTIVE DIRECTOR 
AMY QUESADA, COMMISSION SECRETARY 



CITY & COUNTY OF SAN FRANCISCO 
PORT COMMISSION 

MINUTES OF THE MEETING 
FEBRUARY 24, 2009 

1 . CALL TO ORDER / ROLL CALL 

Commission President Rodney Fong called the meeting to order at 2:05 p.m. The 
following Commissioners were present: Rodney Fong, Stephanie Shakofsky, 
Kimberly Brandon, Michael Hardeman and Ann Lazarus. 

2. APPROVAL OF MINUTES - February 10, 2009 

ACTION: Commissioner Hardeman moved approval; Commissioner Lazarus 
seconded the motion. All of the Commissioners were in favor; the minutes of the 
February 10, 2009 were adopted. 

3. PUBLIC COMMENT ON EXECUTIVE SESSION 

4. EXECUTIVE SESSION 

A. Vote on whether to hold closed session to confer with Legal Counsel and 
Real Property Negotiator. 

ACTION: Commissioner Brandon moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor. 

At 2:06 p.m., the Port Commission withdrew to executive session to discuss 
the following: 

(1 ) CONFERENCE WITH REAL PROPERTY NEGOTIATOR - This is 
specifically authorized under California Government Code Section 
54956.8. 
This session is closed to any non-Citv/Port representative.* 

a. Propertv : AB 0201 , Lot 01 3 also known as Seawall Lot 351 
(Washington Street at the Embarcadero) 

Person Negotiating : Port: Byron Rhett, Deputy Director, Planning 
and Development 

*Negotiating Parties : San Francisco Waterfront Partners, Simon 
Snellgrove 

5. RECONVENE IN OPEN SESSION 



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At 3:25 p.m., the Commission withdrew from executive session and reconvened in 
open session. 

ACTION: Commissioner Shakofsky made a motion to adjourn executive session 
and reconvene in open session; Commissioner Lazarus seconded the motion. All 
of the Commissioners were in favor. 

ACTION: Commissioner Shakofsky made a motion to not disclose any other 
information discussed in executive session; Commissioner Lazarus seconded 
the motion. All of the Commissioners were in favor. 

6. ANNOUNCEMENT OF PROHIBITION OF SOUND PRODUCING DEVICES 
DURING THE MEETING 

The Commission Secretary announced that the ringing of and use of cell phones, 
pagers, and similar sound-producing electronic devices are prohibited at this 
meeting. Please be advised that the Chair may order the removal from the 
meeting room of any person(s) responsible for the ringing or use of a cell phone, 
pager, or other similar sound-producing electronic device. 

7. EXECUTIVE 

A. Executive Director's Report : Executive Director Moyer reported the following: 

• Pier 31 Update : Pier 31 is one of the Port's older piers near the Pier 35 
cruise terminal. It has been identified, for probably almost the last decade, 
as a part of a larger project known as the Pier 27/31 Project, for which 
we've tried to work unsuccessfully now with two developers. In early 
February, our maintenance crew noticed that there were some problems 
inside the shed of Pier 31. Our engineering staff performed what is known 
as a rapid structural assessment of the facility. The news is not particularly 
good. It's not necessarily a surprise because we do know that the piers 
are fairly old. As identified in the Capital Plan, Pier 31 is in need of an 
investment of at least $22.5 million to protect it. Sherban Duncan, principal 
engineer in the Port's engineering group, will quickly walk through what 
the structural assessment of Pier 31 is. 

Sherban Duncan indicated that the Pier 31 superstructure condition 
survey is completed, the inspection of all the wood framing members and 
supports with the following exceptions: two trusses over Plastiki's area are 
not going to be accessible; dry rot occurring in the two ship posts require 
maintenance, temporary shoring, and the two trusses. 

Ms. Moyer indicated that we have a tenant at the very back of the shed, 
the eastern part of the shed, known as Plastiki. They are a fairly short- 
term tenant. They are building a vessel for sailing made entirely out of 
plastic bottles, hence the name Plastiki. Hopefully, their work is going to 

M031 02009 



be concluding and then we have tenants in the bulkhead. It's important for 
the Commission to get a visual of the type of damage that's being 
sustained at Pier 31 , because this is the type of damage that we're going 
to see more and more of and that the capital plan is doing its best to 
address. The capital plan no longer has identified funding to repair Pier 
31 . Pier 31 has been an integral part of our plan for Piers 27, 29, and 31 , 
in part because we recognized a long time ago that the development of 
Pier 27 and 29 would help fund the restoration and saving of Pier 31 . Pier 
31 , like Pier 35, is a fairly small pier. The improvements are pretty 
expensive; to then amortize over a rather footprint is a difficult task. It's 
long been at the Port's view, that development at Piers 27/29 could be a 
means of saving 31 . Obviously, we don't have a developer for that site 
anymore. We're pursuing plans at Pier 27 for a cruise terminal which has 
left Pier 31 unfunded. 

Sherban Duncan indicated that dry rot occurring at the top of two shed 
posts requires maintenance, temporary shoring and two new trusses. This 
is another shoring. There's one more shoring split in the shed roof truss. 
Dry rot occurring require maintenance be installed, temporary shoring, and 
the two roof trusses; dry rot occurring within three shed roof require 
maintenance be installed, temporary shoring; and the three roof trusses. 
Altogether, the maintenance is to install the engineering eight shorings. All 
the eight shorings are in the shed building and not in the bulkhead 
building. Pier 31 actually has two buildings, the shed building, which goes 
along the pier, and the bulkhead building, which is like a connector. We 
have thirteen shed posts, only in the shed building area, have incurred dry 
rot but not to the extent that immediate shoring is required. Seven shed 
beams and four beams in the shed building incurred dry rot but not 
extended, immediate shoring is required. However, no visible dry rot was 
discovered in bulkhead building framing members. We cannot see all the 
dry rot. There is probably dry rot going along the nails; if we pull the nails, 
we'll see a lot more. 

The structure was built in 1918. The last work that was done, at least in 
the early '4Ds for the roof. It hasn't been touched since. Plastiki, the 
tenant, is allowed continued occupancy at the eastern end of the shed 
through the end of March. Occupancy will be permitted at the bulkheads 
through the end of May. The outside corridors are red-tagged. The rest of 
it is yellow-tagged. Port staff plan on red-tagging the whole facility on June 
1,2009. 

Ms. Moyer indicated that we have a few tenants and we will be working to 
relocate them. We're doing our best to accommodate them as we can 
within appropriate safety measures. But it's pretty depressing news. It's 
important news because we do provide parking for the ILWU in Pier 31 on 
cruise ship day. Obviously, we're going to have to find another place for 
that as well. It's going to create some challenges with not just how we get 
rental income from the pier but how we operate our core business, which 



M031 02009 



is our maritime business. These are the challenges we are facing and will 
continue to face in the coming years. 

Impacts from February 15-18, 2009 Rain Storms. We've had two storms 
in the last two weekends. The one of February 15th to the 18th was the 
more ferocious of the two. In and of itself, I don't think anyone would deem 
it as that ferocious. Nonetheless, it did have an impact on a number of our 
piers. We had leaking roofs at Piers 26, 28, 48 and 80; leaking windows at 
Pier 9, all of which maintenance was able to respond to as best as they 
could. More importantly, we had permanent damage to the public boat 
dock at Piers 1->2 . We had to work with the owner of the dock, which is 
San Francisco Waterfront Partners, to shore up or protect the dock and 
have it towed away and hopefully repaired. That was rather alarming, 
because it wasn't a humongous storm. Nonetheless, it did receive 
damages. That has taken an important public access point out of 
production for a while. 

Likewise, we also had damage at Pier 52 boat ramp. We had a series of 
pins break there. Our maintenance staff has worked very hard the last 
couple of days and weekend to fabricate new pins for us. We didn't 
actually have to close the ramp completely down but there were some 
impacts to service. She thanked the maintenance staff for working 
tirelessly now two weekends in a row, hopefully not a third weekend 
coming up. 

The good news is all of our other docks survived very well. So the floats at 
China Basin, we lift them out of the water in the winter. They survived 
quite well. The downtown ferry terminals did just great. Hyde Street 
Harbor did fine as well. We did have some very serious impacts to our dry 
dock number one, which is a dry dock that's no longer in use, which we 
have moored at Pier 80. That is looking to be a much more difficult 
problem than we had anticipated. We did have one tenant call us with 
very good news, a Pier 35 tenant; called to say that this was the first time 
in 10 years that his roof hasn't leaked. He was very appreciative that we 
were able to repair his roof. Our annual capital plan does have roof repair 
in it as best as we can fund. The roofs themselves are in the 
neighborhood of $1 million to $3 million to repair. These are not ever-small 
projects and the funding for them is very difficult to come by. We're really 
happy to have the rain but hopefully it will give us a little breather so 
maintenance can do their work. We've been very lucky that we haven't 
had any real flooding. 

Carnival Elation. On Friday, February 27, 2009, the Carnival Elation will be 
coming into the Port of San Francisco for dry dock, for what's called a 
shave and a haircut. She'll be here through March 10th. Those are very 
important jobs for the region. It's not as big as when we have the post- 
Panamax ships here for the complete overhauls inside and out but it is 
important work for us. 



M031 02009 



• BAE - sole source with MARAD We also learned that our ship repair 
operator, BAE Systems, is being recommended for a sole source contract 
to work on the MARAD ships that are currently berthed in Suisun Bay. It 
hasn't yet come with funding, but at least we're one step closer. There is 
money in the federal stimulus package for small shipyards. Our shipyard is 
a candidate for that. We'll be pursuing that very aggressively. 

8. CONSENT 

A. Request approval of the Port's Annual Operating Budget for Fiscal Year 
2009-10. (Resolution No. 09-07 ) 

B. Reguest approval of the Port's $21 Million Annual Capital Proiect Budget for 
Fiscal Year 2009-10. (Resolution No. 09-08 ) 

C. Reguest approval of the FY 2009-18 Update to the Port's 10-Year Capital 
Plan. (Resolution No. 09-09 ) 

ACTION: Commissioner Lazarus moved approval; Commissioner Hardeman 
seconded the motion. All of the Commissioners were in favor; Resolution 
Nos. 09-07, 09-08 and 09-09 were approved. 

9. REAL ESTATE 

A. Informational presentation regarding a proposed agreement for a 

Construction Materials Recycling Center at SWL 352 between the Port and 
Sustainable Crushing Ventures. LLC . 

Brad Benson, Special Projects Manager, indicated that a large team of Port 
staff have been working on this project for the past year. Port staff expect to 
go to the Southern Waterfront Advisory Committee (SWAC) and present the 
project to them to get feedback from the residents in that area and then come 
back to the Port Commission for later consideration. SWL 352 is located in 
the southern waterfront area of the Port's waterfront. It's the backlands area 
near Piers 90-96, south of Islais Creek. The southern most area towards 
Heron's Head Park is the proposed area for a construction materials recycling 
center. 

A prior Port tenant filed for bankruptcy protection in 2005. They abandoned 
approximately 120,000 tons of asphalt and concrete on the site. There 
followed a multi-party litigation with the tenant in bankruptcy, the owner of the 
surety bonds for the site and the Port. The Port won the multi-party litigation, 
which resulted in return of the property to the Port, the Port gaining title to the 
existing stockpile at the site, and the proceeds from the surety bond. 

Mr. Benson showed a photo of the existing stockpile at the site. It's been a 
blighting influence on the southern waterfront community for the last four 

M031 02009 

-5- 



years. It's been frustrating to have to spend this amount of time to get rid of 
this material from Port property. 

In October of 2007, the Port Commission approved a Request for Proposals 
for this site, designed to get rid of the existing stockpile and contemplate a 
future lease for construction materials recycling at that location. The Port 
recruited an advisory panel which recommended the team of Raisch 
Company and San Francisco Recycling and Disposal, which is a division of 
Norcal Waste Systems, from four responses. Their proposal fit local market 
conditions quite well. It provided great economic return to the Port. It had a 
really strong environmental compliance record, which is very important for all 
of the Port's industrial tenants in the southern waterfront and elsewhere. The 
team was promising strong local economic benefits and they have excellent 
experience in this type of recycling. Mr. Benson introduced Maurice Quillen, 
representing San Francisco Recycling and Disposal, Mark Idemoto 
representing Raisch Company and Lisa Ising with Dynamic Construction 
Services. 

Norcal Waste Systems was founded and is headquartered in San Francisco. 
They're an employee-owned company. Norcal's subsidiaries - Sunset 
Scavenger, Golden Gate Disposal and Recycling Company and San 
Francisco Recycling and Disposal Inc. - provide waste and recycling 
collection services and processing services throughout the city. They have an 
excellent track record of recycling. San Francisco has one of the highest 
landfill diversion rates of any major U.S. city. San Francisco Recycling and 
Disposal has been a Port tenant at Pier 96 with their Recycle Central facility 
since 1998. Norcal provides similar services to 60 California communities. 

Raisch is headquartered in San Jose, CA. They specialize in concrete and 
asphalt recycling operation. When they recycle the asphalt and concrete, they 
produce a variety of products for use in construction: fill products, aggregate 
products, etc. They have designed their own recycling system. They operate 
three facilities in the area, as well as a quarry reclamation project in Milpitas. 
The equipment was designed and specified by Raisch Company. According 
to Raisch, their plant has the highest throughput capacity in the U.S. It should 
help to get rid of the pile quickly. 

The Commission authorized the ENA in February 2008. Port staff negotiated 
a three-part agreement, a services contract to get rid of the existing stockpile, 
a five-year lease with a five-year option, and an optional construction 
contract. Raisch and San Francisco Recycling and Disposal are putting the 
final touches on a joint venture, which will be an LLC between the two 
companies. In January, the Commission extended the ENA through the end 
of this month. 

The services contract was well-defined during the RFP process. The major 
components are crushing the mixed asphalt, concrete, and brick material into 



M03 102009 



a fill product, an inch and a half minus fill product that will cost $5 per ton. 
Approximately 90,000 to 100,000 tons of this mixed material are at the site. 

They would crush, screen, store, and sell a nearby pile of concrete with some 
oversize material. The pricing is a little bit different. The fill material costs less 
to crush at $5 a ton; the concrete, either $5.50 per ton or $8.50 per ton. They 
would do rigorous materials testing to test the strength of the fill products that 
they're creating and also the chemistry. It would take two to four months to 
complete the crushing. The maximum cost is $1 million of which $605,000 
would be cash, and the rest could be offset by either rent credits or the Port's 
share of sales of some of the resulting product. 

The services contract also provides some emergency services for the City 
and County of San Francisco. If we have an earthquake in this city, Raisch 
would have to relocate their crushing equipment to San Francisco at the City's 
direction to help with cleanup efforts. That's important because this type of 
crushing equipment usually travels from site to site, serving multiple locations. 
DPW will appreciate this provision of the contract. 

The location of the existing stockpile is at SWL 352. The adjacent area just to 
the north. Parcel A, is where they would do the crushing operation. They 
would store the finished product to the north on Port property. After they're 
done, the lease area would rationalize to a 6-3/4 acre lease area at 15 cents 
per square foot per month, which is lower than the Port's parameter Rental 
Rate Schedule. There would be almost a 4-acre buffer area. Sustainable 
Crushing Ventures, the joint venture, would make $90,000 a year in 
landscaping and storm water improvements to the buffer area. 

The lease would permit this type of construction materials recycling with no 
more than 10 percent of deleterious material, which would then be disposed 
at landfill. And they would have to maintain the landscaping efforts in the 
buffer area. The agreement does contemplate expanded recycling with 
slightly more deleterious material but that would be subject to future 
permitting and future Port Commission approval. The Port Commission would 
have discretionary approval. The operators would have to prove first that they 
could get rid of the pile, clean up the property and operate the recycling 
center before expanded recycling activities were allowed. 

In order to avoid a situation where we would end up with another mountain 
out at the site, there is a storage restriction on the amount of mixed asphalt 
and con